S-4/A

As filed with the Securities and Exchange Commission on February 9, 2004

Registration No. 333-112076

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Massey Energy Company*

(Exact name of registrant as specified in its charter)

Delaware	95-0740960
(State of Incorporation)	(I.R.S. Employer Identification No.)

4 North 4^th Street,

Richmond, Virginia 23219

(804) 788-1800

(Address, including zip code, and telephone number,

including area code, of registrants’ principal executive offices)

THOMAS J. DOSTART

Massey Energy Company

Vice President, General Counsel & Secretary

4 North 4^th Street

Richmond, Virginia 23219

(804) 788-1800

(804) 788-1804 (Telecopy)

(Names and addresses, including zip codes, and telephone numbers,

including area codes, of agents for service)

It is respectfully requested that the Commission send copies of all notices, orders and communications to:

ALLEN C. GOOLSBY	DAVID M. CARTER
Hunton & Williams LLP Riverfront Plaza, East Tower 951 E. Byrd Street Richmond, Virginia 23219-4074 (804) 788-8200 (804) 788-8218 (Telecopy)	Hunton & Williams LLP Bank of America Plaza, Suite 4100 600 Peachtree Street, N.E. Atlanta, Georgia 30308-2216 (404) 888-4246 (404) 888-4190 (Telecopy)

* The Co-Registrants listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed exchange offer described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement will become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Name Of Additional Registrant	(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
A.T. Massey Coal Company, Inc.	VA	1220	54-0295165	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Alex Energy, Inc.	WV	1220	55-0755384	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Appalachian Capital Management Corp.	WV	1220	55-0754727	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Aracoma Coal Company, Inc.	WV	1220	52-1669141	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 435-1980
Bandmill Coal Corporation	WV	1220	55-0758310	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 792-6221
Bandytown Coal Company	WV	1220	55-0751776	Route 85 South Robinson Creek Road Madison, WV 25130 (304) 369-9101
Barnabus Land Company	WV	1220	55-0728645	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
Belfry Coal Corporation	WV	1220	61-0415137	State Route 49 South Lobata, WV 25677 (304) 235-4290
Ben Creek Coal Company	WV	1220	55-0177051	State Route 49 South Lobata, WV 25677 (304) 235-4290
Big Bear Mining Company	WV	1220	22-2138933	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Big Sandy Venture Capital Corp.	WV	1220	55-0759644	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Black King Mine Development Co.	WV	1220	54-1188659	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Blue Ridge Venture Capital Corp.	WV	1220	55-0755775	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Boone East Development Co.	WV	1220	55-0717715	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Boone Energy Company	WV	1220	55-0777985	4 North 4th Street Richmond, VA 23219 (804) 788-1800

Boone West Development Co.	WV	1220	55-0717716	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Cabinawa Mining Company	WV	1220	55-0717717	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Capstan Mining Company	CO	1220	54-1136803	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Central Penn Energy Company, Inc.	PA	1220	25-1478196	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Central West Virginia Energy Company	WV	1220	54-1203171	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Ceres Land Company	WV	1220	55-0736928	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Clear Fork Coal Company	WV	1220	55-0757300	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Continuity Venture Capital Corp.	WV	1220	55-0746970	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Crystal Fuels Company	WV	1220	55-0732366	State Route 49 South Lobata, WV 25677 (304) 235-4290
Dehue Coal Company	WV	1220	55-0619956	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Delbarton Mining Company	WV	1220	55-0764304	State Route 49 South Lobata, WV 25677 (304) 235-4290
Demeter Land Company	WV	1220	31-1567229	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Douglas Pocahontas Coal Corporation	WV	1220	23-1500956	4 North 4th Street Richmond, VA 23219 (804) 788-1800
DRIH Corporation	DE	1220	54-1497754	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Duchess Coal Company	WV	1220	54-1725084	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Duncan Fork Coal Company	PA	1220	25-1418256	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
Eagle Energy, Inc.	WV	1220	55-0751738	Route 85 South Robinson Creek Road Madison, WV 25130 (304) 369-9101
Elk Run Coal Company, Inc.	WV	1220	54-1097978	Marfork Road, Rte. 3/1 Pettus, WV 25209 (304) 854-1852
Feats Venture Capital Corp.	WV	1220	55-0754725	4 North 4th Street Richmond, VA 23219 (804) 788-1800

Foothills Coal Company	WV	1220	85-0448762	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Goals Coal Company	WV	1220	55-0737462	Marfork Road, Rte. 3/1 Pettus, WV 25209 (304) 854-1852
Green Valley Coal Company	WV	1220	55-0747007	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Greyeagle Coal Company	KY	1220	55-0771551	State Route 49 South Lobata, WV 25677 (304) 235-4290
Haden Farms, Inc.	VA	1220	54-1456163	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Hanna Land Company, LLC	WV	1220	61-1352274	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Hazy Ridge Coal Company	WV	1220	55-0741015	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Highland Mining Company	WV	1220	55-0757301	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 435-1980
Hopkins Creek Coal Company	KY	1220	54-1136806	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Independence Coal Company, Inc.	WV	1220	54-1188773	Route 85 South Robinson Creek Road Madison, WV 25130 (304) 369-9101
Jacks Branch Coal Company	WV	1220	55-0734230	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Joboner Coal Company	KY	1220	54-1143406	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Kanawha Energy Company	WV	1220	55-0765391	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Knox Creek Coal Corporation	VA	1220	54-1393689	State Route 49 South Lobata, WV 25677 (304) 235-4290
Lauren Land Company	KY	1220	61-1209098	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
Laxare, Inc.	WV	1220	55-0486813	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Lick Branch Coal Company	WV	1220	55-0735543	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Logan County Mine Services, Inc.	WV	1220	31-1708085	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 435-1980
Long Fork Coal Company	KY	1220	54-1605009	State Route 49 South Lobata, WV 25677 (304) 235-4290

3

Lynn Branch Coal Company, Inc.	KY	1220	54-1537451	State Route 49 South Lobata, WV 25677 (304) 235-4290
M & B Coal Company	WV	1220	54-1057064	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Majestic Mining, Inc.	TX	1220	74-1362695	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Marfork Coal Company, Inc.	WV	1220	55-0723539	Marfork Road, Rte. 3/1 Pettus, WV 25209 (304) 854-1852
Martin County Coal Corporation	KY	1220	61-0702852	State Route 49 South Lobata, WV 25677 (304) 235-4290
Massey Coal Sales Company, Inc.	VA	1220	54-1188775	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Massey Coal Services, Inc.	WV	1220	54-1095096	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Massey Gas & Oil Company	LA	1220	58-2673773	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Massey New Era Capital Corp.	WV	1220	55-0738730	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Massey Technology Investments, Inc.	VA	1220	54-1834161	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Menefee Land Company, Inc.	CO	1220	54-1067138	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Mine Maintenance, Inc.	PA	1220	25-1477249	4 North 4th Street Richmond, VA 23219 (804) 788-1800
New Market Land Company	WV	1220	31-1557272	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
New Massey Capital Corp.	WV	1220	55-0729586	4 North 4th Street Richmond, VA 23219 (804) 788-1800
New Ridge Mining Company	KY	1220	61-1218677	State Route 49 South Lobata, WV 25677 (304) 235-4290
New River Energy Corporation	WV	1220	54-1225713	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Nicco Corporation	WV	1220	55-0584295	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Nicholas Energy Company	WV	1220	55-0761469	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Omar Mining Company	WV	1220	55-0385010	Route 85 South Robinson Creek Road Madison, WV 25130 (304) 369-9101

Peerless Eagle Coal Co.	WV	1220	55-0451306	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Performance Coal Company	WV	1220	55-0736927	Marfork Road, Rte. 3/1 Pettus, WV 25209 (304) 854-1852
Peter Cave Mining Company	KY	1220	61-1360315	State Route 49 South Lobata, WV 25677 (304) 235-4290
Pilgrim Mining Company, Inc.	KY	1220	61-1246461	State Route 49 South Lobata, WV 25677 (304) 235-4290
Power Mountain Coal Company	WV	1220	31-1567082	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Progressive Venture Capital Corp.	WV	1220	55-0754728	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Raven Resources, Inc.	FL	1220	59-3036984	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Rawl Sales & Processing Co.	WV	1220	55-0476477	State Route 49 South Lobata, WV 25677 (304) 235-4290
Rawl Sales Venture Capital Corp.	WV	1220	55-0712161	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Road Fork Development Company, Inc.	WV	1220	54-1293743	State Route 49 South Lobata, WV 25677 (304) 235-4290
Robinson-Phillips Coal Company	WV	1220	55-0386264	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Rockridge Coal Company	WV	1220	54-1203170	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Rum Creek Coal Sales, Inc.	WV	1220	31-1181801	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 435-1980
Rum Creek Synfuel Company	WV	1220	31-1767430	County Route 14 Rum Creek Road Yolyn, WV 25654 (304) 435-1980
Russell Fork Coal Company	WV	1220	61-0394431	4 North 4th Street Richmond, VA 23219 (804) 788-1800
SC Coal Corporation	DE	1220	13-2856449	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Scarlet Development Company	PA	1220	25-1782790	24406 U.S. Route 119 Belfry, KY 41514 (606) 353-0928
Shannon-Pocahontas Coal Corporation	WV	1220	54-1132767	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Shannon-Pocahontas Mining Co.	WV	1220	55-0613879	4 North 4th Street Richmond, VA 23219 (804) 788-1800

Shenandoah Capital Management Corp.	WV	1220	55-0759643	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Sidney Coal Company, Inc.	KY	1220	54-1293752	State Route 49 South Lobata, WV 25677 (304) 235-4290
Spartan Mining Company	WV	1220	31-1571923	State Route 49 South Lobata, WV 25677 (304) 235-4290
SPM Capital Management Corp.	WV	1220	55-0754726	4 North 4th Street Richmond, VA 23219 (804) 788-1800
St. Albans Capital Management Corp.	WV	1220	55-0755774	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Stirrat Coal Company	WV	1220	55-0728501	State Route 49 South Lobata, WV 25677 (304) 235-4290
Stone Mining Company	KY	1220	61-1231896	State Route 49 South Lobata, WV 25677 (304) 235-4290
Sun Coal Company, Inc.	CO	1220	84-0681737	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Support Mining Company	WV	1220	52-1891104	Marfork Road, Rte. 3/1 Pettus, WV 25209 (304) 854-1852
Sycamore Fuels, Inc.	WV	1220	54-1527013	State Route 49 South Lobata, WV 25677 (304) 235-4290
T.C.H. Coal Co.	KY	1220	61-0723123	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Tennessee Consolidated Coal Company	TN	1220	62-6029380	State Route 49 South Lobata, WV 25677 (304) 235-4290
Tennessee Energy Corp.	TN	1220	62-0719183	State Route 49 South Lobata, WV 25677 (304) 235-4290
Thunder Mining Company	WV	1220	55-0770782	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Town Creek Coal Company	WV	1220	52-1089482	4 North 4th Street Richmond, VA 23219 (804) 788-1800
Trace Creek Coal Company	PA	1220	25-1418260	315 70th Street, S.E. Charleston, WV 25304 (304) 926-0075
Vantage Mining Company	KY	1220	54-1289901	State Route 49 South Lobata, WV 25677 (304) 235-4290
White Buck Coal Company	WV	1220	55-0747028	2 Jerry Fork Road Drennen, WV 26667 (304) 872-5065
Williams Mountain Coal Company	WV	1220	55-0729825	Marfork Road, Rte. 3/1 Pettus, WV 25209 (304) 854-1852
Wyomac Coal Company, Inc.	WV	1220	55-0574144	4 North 4th Street Richmond, VA 23219 (804) 788-1800

PROSPECTUS

[Massey Energy Company Logo]

OFFER TO EXCHANGE

Up to $360,000,000 Principal Amount Outstanding

6.625% Senior Notes due 2010

for

a like Principal Amount of

6.625% Senior Notes due 2010

That Have Been Registered under the Securities Act of 1933

The exchange offer will expire at 5:00 p.m. New York City time on March 15, 2004, unless we extend the exchange offer in our sole and absolute discretion.

Interest Payable May 15 and November 15, Beginning May 15, 2004

• The terms of the notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.

• The notes will be guaranteed on a senior unsecured basis by substantially all of our current and future operating subsidiaries. The notes and the guarantees will rank equally with all of our and the guarantors’ existing and future senior unsecured debt. The notes and the guarantees will rank senior to all of our and our guarantors’ debt that is expressly subordinated to the notes and the guarantees, but will be effectively subordinated to all of our and the guarantors’ existing and future senior secured indebtedness to the extent of the value of the assets securing that indebtedness and to all liabilities of our subsidiaries that are not guarantors.

• The exchange of notes should not be a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• There is no existing public market for the outstanding notes or the exchange notes.

You should carefully consider the risk factors beginning on page 11 of this prospectus before participating in the exchange offer or investing in the exchange notes issued in the exchange offer.

We are not making this exchange offer in any state or jurisdiction where it is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the exchange notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 10, 2004.

You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information that is different. We are not making an offer to sell the notes in any jurisdiction where the offer is not permitted. You should not assume that the information provided by or incorporated by reference in this prospectus is accurate as of any date other than the date of the document containing the information.

In this prospectus, we rely on and refer to information regarding the coal industry in the United States from the World Coal Institute, Resource Data International, Inc., the United States Department of Energy and Energy Ventures Analysis, who are not affiliated with Massey Energy and are not aware of and have not consented to being named in this prospectus. Although we believe that this information is reliable, we have not independently verified the accuracy or completeness of this information.

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS	ii
SUMMARY	1
THE EXCHANGE OFFER	5
SUMMARY OF EXCHANGE NOTES	8
RISK FACTORS	11
USE OF PROCEEDS	28
CAPITALIZATION	28
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA	29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	32
COAL INDUSTRY OVERVIEW	43
BUSINESS	45
MANAGEMENT	54
DESCRIPTION OF OTHER INDEBTEDNESS	57
THE EXCHANGE OFFER	58
DESCRIPTION OF EXCHANGE NOTES	65
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	102
PLAN OF DISTRIBUTION	106
LEGAL MATTERS	107
EXPERTS	107
WHERE YOU CAN FIND MORE INFORMATION	107
DOCUMENTS INCORPORATED BY REFERENCE	107

NOTICE TO NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a license has been filed under Chapter 421-B of the New Hampshire Uniform Securities Act, or RSA 421-B, with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the provisions of this paragraph.

i

FORWARD-LOOKING STATEMENTS

We make certain comments and disclosures in this prospectus which may be forward-looking in nature. Examples include statements related to our growth, the adequacy of funds to service debt and our opinions about trends and factors that may impact future operating results. These forward-looking statements could also involve, among other things, statements regarding our intent, belief or expectation with respect to:

• our liquidity, results of operations and financial condition;

• the consummation of financing, acquisition or disposition transactions and the effect thereof on our business;

• governmental policies and regulatory actions;

• legal and administrative proceedings, settlements, investigations and claims;

• weather conditions or catastrophic weather-related damage;

• our production capabilities;

• market demand for coal, electricity and steel;

• competition;

• our relationships with, and other conditions affecting, our customers;

• employee workforce factors;

• our assumptions concerning economically recoverable coal reserve estimates;

• future economic or capital market conditions; and

• our plans and objectives for future operations and expansion or consolidation.

Any forward-looking statements are subject to the risks, uncertainties and assumptions that could cause actual results of operations, financial condition, or liquidity to differ materially from those expressed or implied in such forward-looking statements. These assumptions would be based on facts and conditions as they exist at the time such statements are made as well as predictions as to future facts and conditions, the accurate prediction of which may be difficult and involve the assessment of events beyond our control.

We wish to caution readers that forward-looking statements, including disclosures using words such as we “believe,” “anticipate,” “expect,” “estimate” and similar statements, are subject to certain risks and uncertainties, which could cause actual results to differ materially from expectations. Any forward-looking statements should be considered in context with the various disclosures made by us about our businesses, including without limitation the risk factors more specifically described under “Risk Factors.”

ii

SUMMARY

This summary does not contain all of the information that is important to you. You should read this entire prospectus, including the information set forth in “Risk Factors” and all the information incorporated by reference in this prospectus, before making an investment decision.

Unless the context otherwise indicates, references to “Massey Energy,” “we,” “us,” “our,” and “our company” in this prospectus refer to Massey Energy Company and its subsidiaries, and references to “A.T. Massey” are to A.T. Massey Coal Company, Inc. and its subsidiaries.

Massey Energy Company

We produce, process and sell high Btu, low sulfur coal of steam and metallurgical grades through our 19 processing and shipping centers, called “resource groups.” These resource groups support our 27 underground mines and 14 surface mines in West Virginia, Kentucky and Virginia. The number of mines may vary from time to time depending upon demand for, price of and exhaustion of economically recoverable reserves. Steam coal, which accounted for approximately 67% of our produced coal sales volume in the twelve months ended December 31, 2003, is primarily purchased by public utilities as fuel for electricity generation. Approximately 10% of our produced coal sales volume in the twelve months ended December 31, 2003, was generated by sales to industrial customers that use coal with certain quality characteristics for generation of electricity or for process steam. Metallurgical coal, which accounted for approximately 23% of our produced coal sales volume in the twelve months ended December 31, 2003, is used primarily to make coke for use in the manufacture of steel and can also be marketed as an ultra high quality, low sulfur steam coal for electricity generation. Metallurgical coal generally sells at a premium over steam coal because of its unique quality characteristics. During the twelve month period ended December 31, 2003, we sold 41.0 million tons of coal generating produced coal revenues of $1,262.1 million. We have a relatively reliable and stable revenue base. As of January 29, 2004, we had sales commitments in place for approximately 45 million and 38 million tons of coal for fiscal years 2004 and 2005, respectively.

We are one of the premier coal producers in the United States by several measures:

• We are the fourth largest coal company in the United States based on produced coal revenues and the sixth largest coal company in the United States based on production;

• We are the largest coal producer in the Central Appalachian region, the largest coal-producing region by revenues in the United States;

• We are the largest producer of metallurgical coal in the United States; and

• We control approximately 2.2 billion tons of proven and probable coal reserves, which, based on current production levels, should last for more than 50 years.

Coal is one of the most abundant, efficient and affordable natural resources, and is primarily used to generate electricity and make coke for the manufacturing of steel. The United States is the world’s second largest producer of coal and is the largest holder of coal reserves in the world, with approximately 250 years of supply based on current production rates. In 2002, total U.S. coal production as estimated by the U.S. Department of Energy was 1.1 billion tons. We believe that the use of coal to generate electricity will grow as the demand for power increases and that Central Appalachian coal will be instrumental in filling that demand.

Competitive Strengths

We believe that our competitive strengths will enable us to enhance our position as one of the premier coal producers in the United States.

We are the leading coal producer in Central Appalachia, the largest U.S. coal-producing region by revenues. We are the leading coal producer in the Central Appalachian region with a proven reputation as a skilled, long-term operator. In 2002, our produced coal sales volume market share in Central Appalachia was approximately 60% greater than the next closest competitor in the region. The Central Appalachian region produces a high Btu, low sulfur coal. In 2002, the region accounted for approximately 40% of U.S. coal revenues and 27% of the estimated Btu coal production in the United States. We believe our regional focus leads to operating efficiencies and provides us with an in-depth knowledge of the area’s coal reserves, mining conditions, customers, property owners and employee base.

1

We have a large, high quality, diverse reserve base. We control approximately 2.2 billion tons of proven and probable coal reserves, which we estimate to be approximately 30% of the total coal reserves in the Central Appalachian region, with the next closest competitor controlling an estimated 800 million tons of reserves. Our reserves include both high quality, low sulfur steam coal desired by public utility and industrial customers and metallurgical coal demanded by steel manufacturers. Approximately 1.5 billion tons of our proven and probable coal reserves contain less than 1% sulfur coal, of which approximately 1.0 billion tons contain compliance coal that meets the sulfur emission standards of the Clean Air Act. Our reserve base should last more than 50 years based on current production levels. We are the largest U.S. producer of premium metallurgical coal which we sell to steel producers domestically and overseas.

We have a low level of employee-related long-term liabilities. Our employee related legacy liabilities are significantly lower than those of our coal industry peers. As of December 31, 2002, we had pension trust assets with a fair market value of $174 million, which were in excess of our plan liabilities of $169 million, despite three years of poor market returns. We do not expect to have to fund our pension plan until 2006 at the earliest. Our retiree healthcare benefit liability (OPEB) of $121 million at December 31, 2002, was significantly lower than that of our coal industry peers.

We have strong, long-term relationships with a broad base of customers. We have strong relationships with a broad base of over 125 customers. The majority of these customers purchase coal under long-term contracts with terms of one year or longer. Approximately 94% of our produced coal sales volume in 2002 was derived from these long-term contracts. We believe that the percentage of our sales pursuant to long-term contracts was approximately 95% in 2003. We believe these contracts provide us with stable and predictable cash flow. Many of our customers are well-established public utilities who have been customers of ours for a number of years. In addition, our geographic closeness to our customers relative to competitors who produce coal in the western regions of the United States provides us with an advantage in terms of freight and delivery time.

We have built a superior infrastructure and transportation system. Since 1998, we have expended over $1 billion to maintain, upgrade and expand our mining, processing and transporting capabilities. We believe these capital investments provide us with the necessary infrastructure to expand our production capacity with little or no additional investment to meet increases in demand for coal.

We have demonstrated our ability to grow our coal reserves and production through acquisitions and other strategic transactions. We have grown our reserve base and production capacity through the strategic acquisition and integration of coal operations as well as through reserve swaps and coal leases. We have utilized a disciplined acquisition strategy that has helped us to avoid the difficulties often associated with the integration of acquisitions.

Our management team has significant experience in the coal industry. Our senior executive officers have an average of 16 years of experience in the coal industry and an average of 14 years of experience with us.

Strategy

Our primary objective is to continue to build upon our competitive strengths to enhance our position as one of the premier coal producers in the United States by:

Enhancing profitability through continued safety improvements, productivity gains and cost measurement. We will seek to reduce operating costs and increase profitability at our mines through our safety, productivity and measurement initiatives. We continue to implement safety measures designed to improve our profitability. In addition, we seek to enhance productivity by applying best practices. We also manage costs by generating critical data in a timely manner to measure performance, cost and usage in our mining operations.

Adjusting production in response to changes in market conditions. We are committed to a strategy of aligning our production with the needs of the market. The capital investments we have made during the past five years position us to quickly expand our production to meet increases in demand for coal. Our goal is to maximize profits not volume; therefore, our strategy is to only sell our coal at prices that generate the appropriate level of profitability.

Expanding use of more productive mining methods. Currently, we engage in four principal coal mining methods: underground “room and pillar” mining, underground longwall mining, highwall mining and surface mining. Because underground longwall mining, highwall mining and surface mining are high-productivity, low-cost mining methods, we will seek to increase production from our use of those methods to the extent permissible and cost-effective.

2

Pursuing strategic acquisitions. We believe that the coal industry will undergo increasing consolidation over the coming years. We plan to build on our position as the largest producer in Central Appalachia by pursuing growth in a disciplined manner through the opportunistic acquisition of additional coal reserves and mining facilities. We believe there are synergistic expansion opportunities in the region to further strengthen our base.

Forming strategic contractual arrangements with major customers. We will continue to seek contractual arrangements with customers to provide services in addition to coal. These initiatives strengthen our relationships with our customers and provide opportunities to increase sales.

Refinancing

The initial private placement of the notes covered by this prospectus was part of our initiative to refinance our then existing $355 million secured credit facility by means of repaying the $249.4 million outstanding under our $250 million senior secured term loan and canceling our $105 million revolving credit facility, which included a $55 million sublimit for the issuance of letters of credit. The net proceeds of the initial private placement were used to repay our senior secured term loan and to cancel our revolving credit facility, effectively terminating the $355 million secured credit facility, as well as being available for general corporate purposes, including to support the issuance of cash collateralized letters of credit, of which $34.3 million were outstanding under our revolving credit facility. In addition, we recently obtained a $130 million asset based revolving credit facility which replaced our $80 million accounts receivable-based financing program.

Recent Developments

On October 28, 2003, our subsidiaries, A.T. Massey and Alex Energy, Inc., acquired certain assets, including assets of Horizon Natural Resources Company, which is in bankruptcy. This acquisition provides us with an additional 28 million tons of coal reserves in Boone, Fayette and Kanawha Counties, West Virginia. The purchase price for the assets was approximately $19 million, including funds to buy out a secured debt position and production payments. A portion of this consideration ($5.0 million) is in the form of a deferred payment. The United States Bankruptcy Court for the Eastern District of Kentucky approved the purchase of these assets.

On January 29, 2004, we announced our unaudited results for the fourth quarter ended December 31, 2003. Produced coal revenues of $323.1 million were up slightly in the 2003 fourth quarter.

Coal sales volume for the quarter remained relatively flat, at 10.3 million tons in 2003 versus 10.4 million tons in 2002. We reported an after-tax loss for the fourth quarter of $16.7 million, or $0.22 per share, compared to a loss of $10.6 million, or $0.14 per share for the comparable period in 2002. The fourth quarter 2003 loss included a pre-tax charge to interest expense of $6.3 million, or $0.05 per share, primarily for unamortized financing costs related to our previous credit facility. These costs were written off at the time of the November private offering. The fourth quarter 2002 loss included a pre-tax charge of $10.6 million, or $0.08 per share, representing an arbitration award in favor of Duke Energy related to a contract dispute.

For the full year 2003, produced coal revenues decreased 4%, to $1.26 billion compared to $1.32 billion for 2002. Coal sales volume for the full year decreased by 3% to 41.0 million tons in 2003 from 42.1 million tons in the same twelve-month period in 2002. We reported an after-tax loss for the year of $32.3 million, or $0.43 per share, before a $7.9 million, or $0.11 per share, charge to record the cumulative effect of an accounting change. Including this charge, we reported a loss of $40.2 million, or $0.54 per share, compared to a loss of $32.6 million, or $0.44 per share, in 2002. The 2002 loss included pre-tax charges totaling $49.4 million, or $0.42 per share, related to the reserve taken subsequent to the Harman jury verdict, the Duke arbitration award and the write-off of capitalized development costs.

Subsequent to the fourth quarter, the Company executed a new asset-based revolving credit facility, which replaced an existing $80 million accounts receivable financing program and provides for borrowings of up to $130 million, including a $100 million sublimit for letters of credit. Initially, this facility will support $36 million of letters of credit previously supported by cash collateral. The credit facility has a five-year term ending in January 2009.

We ended the fourth quarter with available liquidity of $149.4 million, including $60.6 million availability on our previously outstanding accounts receivable program and $88.8 million in cash. Total debt at the end of the quarter was $788.0 million, consisting of the $132 million of Convertible Senior Notes, $360 million of 6.625% Senior Notes, $283 million of 6.95% Senior Notes and $16.2 million of capital lease obligations, less the fair value hedging adjustment of $3.2 million related to an interest rate swap on $240 million of the Company’s November note offering. Total debt-to-book capitalization ratio was 50.9% at December 31, 2003, an increase from 40.5% at December 31, 2002.

Capital expenditures during 2003 totaled $181 million, including $20 million related to the purchase of surface mine reserves and approximately $17 million related to the buyout of a longwall equipment lease. Capital expenditures in 2002 totaled $135 million. Depreciation, Depletion and Amortization totaled $196.5 million in 2003 compared to $207.7 million in 2002, which included the write-off of $13.2 million in capitalized development costs.

Shown below are unaudited selected financial highlights for the twelve months ended December 31, 2003.

(in millions)	Twelve months ended December 31, 2003
Consolidated Statement of Income Data:
Produced coal revenue	$	1,262.1
Total revenues		1,553.4
Loss from operations		(17.5	)
Net loss before cumulative effect of accounting change (1)		(32.3	)
Net loss		(40.2	)
(in millions)	At December 31, 2003
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	88.8
Working capital		444.4
Total assets		2,377.8
Total debt		788.0
Shareholders’ equity		759.0

3

(in millions, except ratios and per ton data)	Twelve months ended December 31, 2003
Other Financial Data:
Capital expenditures		180.6
Operating Data:
Tons sold		41.0
Utility coal		27.6
Metallurgical coal		9.6
Industrial coal		3.8
Tons produced		41.0
Produced coal revenue per ton sold	$	30.79
Pro Forma Financial Data:
Pro forma interest expense(2)	$	46.1

⁽¹⁾ Effective January 1, 2003, we changed our method of accounting for reclamation liabilities in accordance with FASB Statement No. 143. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” and Note 2 to the Unaudited Condensed Consolidated Financial Statements, included on page F-39 of this prospectus.

⁽²⁾ Pro forma interest expense includes the effects of the issuance of $360 million aggregate principal amount of these notes and the effects of an interest-rate swap.

Corporate Background

On November 30, 2000, we completed a reverse spin-off, or the “spin-off,” that divided our operations into two companies: Fluor Corporation, or “New Fluor,” and Massey Energy Company. New Fluor retained all of the then-existing businesses except for the coal-related business conducted by A.T. Massey. We retained all of the coal-related business conducted by A.T. Massey.

Our primary executive offices are located at 4 North 4th Street, Richmond, Virginia 23219 and our telephone number is (804) 788-1800.

4

THE EXCHANGE OFFER

On November 10, 2003, we completed the initial private placement of the outstanding notes. References to the “notes” in this prospectus are references to both the outstanding notes and the exchange notes. This prospectus is part of a registration statement covering the exchange of the outstanding notes for the exchange notes.

The Initial Private Placement of Outstanding
Notes	We sold the outstanding notes on November 10, 2003, to UBS Securities LLC, Citigroup Global Markets, Inc. and PNC Capital Markets, Inc. We collectively refer to those parties in this prospectus as the “initial purchasers.” The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A and outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended, or the “Securities Act”.
Registration Rights Agreement	Simultaneously with the initial private placement of the outstanding notes, we entered into a registration rights agreement (the “Registration Rights Agreement”) for the exchange offer. In the Registration Rights Agreement, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the SEC and to complete this exchange offer within 210 days of issuing the outstanding notes. The exchange offer is intended to satisfy your rights under the Registration Rights Agreement. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes, except as otherwise provided in the Registration Rights Agreement. If we do not comply with, among other things, our obligation to have this exchange offer completed within 210 days of issuing the outstanding notes, we will pay liquidated damages in cash in an amount equal to 0.25% per annum of the aggregate principal amount of outstanding notes during the first 90 days, increasing by 0.25% per annum for each subsequent 90-day period, up to a maximum of 1.00% per annum, until we are in compliance. For more details, see “The Exchange Offer.”
The Exchange Offer	We are offering to exchange the exchange notes, which have been registered under the Securities Act, for your outstanding notes, which were issued on November 10, 2003, in the initial offering. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are properly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.
Resales	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that: •        the exchange notes are being acquired in the ordinary course of your business;

5

	•       you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and •       you are not an affiliate of ours.
	If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange note from these requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability. Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-marking or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes to it in the exchange offer.
Record Date	We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on February 9, 2004.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, March 15, 2004, unless we decide to extend the expiration date.
Conditions to the Exchange Offer	The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or interpretation of the staff of the SEC and has any necessary governmental approval.
Procedures for Tendering Outstanding
Notes	We issued the outstanding notes as global securities. When the outstanding notes were issued, we deposited the global notes representing the outstanding notes with The Wilmington Trust Company, as book-entry depositary. The Wilmington Trust Company issued a certificateless depositary interest in each global note we deposited with it, which represents a 100% interest in the notes, to The Depository Trust Company, known as DTC. Beneficial interests in the outstanding notes, which are held by direct or indirect participants in DTC through the certificateless depositary interest, are shown on records maintained in book-entry form by DTC. You may tender your outstanding notes through book-entry transfer in accordance with DTC’s Automated Tender Offer Program, known as ATOP. To tender your outstanding notes by a means other than book-entry transfer, a letter of transmittal must be

6

	completed and signed according to the instructions contained in the letter. The letter of transmittal and any other documents required by the letter of transmittal must be delivered to the exchange agent by mail, facsimile, hand delivery or overnight carrier. In addition, you must deliver the outstanding notes to the exchange agent or comply with the procedures for guaranteed delivery. See “The Exchange Offer — Procedures for Tendering Outstanding Notes” for more information. Do not send letters of transmittal and certificates representing outstanding notes to us. Send these documents only to the exchange agent. See “The Exchange Offer — Exchange Agent” for more information.
Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time on March 15, 2004.
Certain U.S. Federal Income Tax
Considerations	The exchange of outstanding notes for exchange notes should not constitute a taxable event for United States federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations.” You should consult your own tax advisor as to the tax consequences of the exchange to you.
Consequences of Failure to Exchange	Outstanding notes that are eligible for the exchange offer and not tendered will be subject to the existing transfer restrictions on such notes after the exchange offer. We will have no further obligation to register the outstanding notes except as otherwise provided in the Registration Rights Agreement. If you do not participate in the exchange offer, the liquidity of your outstanding notes could be adversely affected.
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.
Exchange Agent	The Wilmington Trust Company is serving as the exchange agent in connection with the exchange offer.

7

SUMMARY OF EXCHANGE NOTES

The following is a brief summary of certain terms of the notes. For a more complete description of the terms of the notes, see “Description of Exchange Notes.” Capitalized terms used but not defined in this summary shall have the meanings given to such terms elsewhere in this prospectus.

Issuer	Massey Energy Company
Securities Offered	$360 million aggregate principal amount of 6.625% Senior Notes due 2010.
Maturity Date	November 15, 2010.
Interest Rate and Payment Dates	The notes will accrue interest from the date of their issuance at the rate of 6.625% per year. Interest on the notes will be payable semi-annually in arrears on each May 15 and November 15, commencing on May 15, 2004.
Sinking Fund	None.
Optional Redemption	We may redeem the notes, in whole or part, at any time on or after November 15, 2007, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest.
	In addition, prior to November 15, 2006, we may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price equal to 106.625% of the principal amount, plus accrued and unpaid interest, provided that:
	•        at least 65% of the aggregate principal amount of the notes issued under the indenture remains outstanding immediately after the occurrence of such redemption; and
	•        such redemption occurs within 180 days of the date of the closing of any such equity offering.
Change of Control	If we experience a change of control, we may be required to offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.
Ranking and Guarantees	The notes will be our senior unsecured obligations. The notes will be guaranteed on a senior unsecured basis by substantially all of our current and future operating subsidiaries.
	The notes and the guarantees will rank equally with all of our and the guarantors’ existing and future senior unsecured debt.
	The notes and the guarantees will rank senior to all of our and our guarantors’ debt that is expressly subordinated to the notes and the guarantees, but will be effectively subordinated to all of our and our guarantors’ existing and future senior secured indebtedness to the extent of the value of the assets securing that indebtedness and to all liabilities of our subsidiaries that are not guarantors.

8

Restrictive Covenants	The indenture governing the notes contains covenants that limit our ability and the ability of our subsidiaries to, among other things:
	•        incur additional indebtedness;
	•        subordinate indebtedness to other indebtedness unless such subordinated indebtedness is also subordinated to the notes;
	•        pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness;
	•        make investments;
	•        sell assets and issue capital stock of restricted subsidiaries;
	•        incur liens;
	•        enter into agreements restricting our subsidiaries’ ability to pay dividends;
	•        enter into sale and leaseback transactions;
	•        enter into transactions with affiliates; and
	•        consolidate, merge or sell all or substantially all of our assets.
	These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of Exchange Notes—Certain Covenants” in this prospectus.
Covenant Suspension	At any time when the notes are rated investment grade by Moody’s and S&P and no default or event of default has occurred, many of the foregoing restrictions will not apply, including restrictions on our ability to:
	•        incur additional indebtedness;
	•        subordinate indebtedness to other indebtedness without such subordinated indebtedness being subordinated to the notes;
	•        pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness;
	•        make investments;
	•        sell assets and issue capital stock of restricted subsidiaries; and
	•        enter into transactions with affiliates.
	Additionally, actions taken by us during any period when these restrictions are suspended will be permitted to exist even if we again become subject to these covenants as a result of losing an investment grade rating. See “Description of Exchange Notes—Certain Covenants.”

9

Absence of Public Market	The notes are a new issue of securities and there is currently no established market for them. Accordingly, there can be no assurance as to the development or liquidity of any market for the notes.
Risk Factors	You should consider carefully the information set forth in the section of this prospectus entitled “Risk Factors” beginning on page 11 and all the other information provided to you in this prospectus in deciding whether to invest in the notes.

10

RISK FACTORS

Investing in the notes will be subject to risks, including risks inherent in our business. The value of your investment may decline and could result in a loss. You should carefully consider the following factors as well as other information contained and incorporated by reference in this prospectus before deciding to invest in the notes.

Risks Relating to the Exchange Offer

If you do not exchange your outstanding notes for exchange notes, your ability to sell the outstanding notes will be restricted.

If you do not exchange your outstanding notes for the exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. The restrictions on transfer of your outstanding notes arise because we issued the outstanding notes in a transaction not subject to the registration requirements of the Securities Act of 1933 and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold pursuant to an exemption from such requirements. If you are still holding any outstanding notes after the expiration date of the exchange offer and the exchange offer has been consummated, you will not be entitled to have such outstanding notes registered under the Securities Act or to any similar rights under the Registration Rights Agreement (subject to limited exceptions, if applicable). After the exchange offer is completed, we will not be required, and we do not intend, to register the outstanding notes under the Securities Act. In addition, if you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the outstanding notes would be adversely affected.

If you do not comply with the exchange offer procedures, you will be unable to obtain the exchange notes.

We will issue the exchange notes in exchange for the outstanding notes only after we have timely received your outstanding notes, along with a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities in the tender of outstanding notes for exchange. The exchange offer will expire at 5:00 p.m., New York City time, on March 15, 2004, or on a later extended date and time as we may decide.

The exchange notes and any outstanding notes which remain outstanding after the exchange offer will vote together as a single class for purposes of determining whether the required percentage of holders have taken certain actions or exercised certain rights under the indenture.

The exchange notes may not be freely tradeable by you.

Based on interpretations by the SEC staff set forth in no-action letters issued to third parties, we believe that you may offer for resale, resell and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain limitations. These limitations include that you are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, that you acquired your exchange notes in the ordinary course of your business and that you have no arrangement with any person to participate in the distribution of such exchange notes. However, we have not submitted a no-action letter to the SEC regarding this exchange offer and we cannot assure you that the SEC would make a similar determination with respect to this exchange offer. If you are an affiliate of ours, engaged in or intend to engage in or have any arrangement or understanding with respect to a distribution of the exchange notes to be acquired pursuant to the exchange offer, you will be subject to additional limitations. See “The Exchange Offer — Resale of the Exchange Notes.”

Risks Related to Our Business

We anticipate relying on borrowings under credit facilities for a portion of our liquidity needs, and our ability to access these funds will depend upon our compliance with financial covenants contained in these facilities.

We rely upon borrowings under our $130 million asset based revolving credit facility and cash on hand for our liquidity needs. The asset based revolving credit facility contains several financial covenants and restrictions. Our ability to meet the financial covenants

11

under our asset based revolving credit facility could be affected by a deterioration in our operating results, as well as by events beyond our control, including economic conditions, and we cannot assure you that we would be able to meet those financial covenants.

Our indebtedness could adversely affect our ability to grow and compete and prevent us from fulfilling our obligations under the notes and our other indebtedness.

As of December 31, 2003, we had approximately $788 million of total indebtedness outstanding, including $283 million aggregate principal amount of 6.95% Senior Notes due 2007, $132 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, $360 million aggregate principal amount of the notes and $16.2 million of capital lease obligations, less the fair value hedging adjustment of $3.2 million related to an interest rate swap on $240 million of the notes. As of December 31, 2003, our indebtedness represented 50.9% of our total book capitalization. Our indebtedness could adversely affect our ability to grow and compete and prevent us from fulfilling our obligations under the notes and our other indebtedness.

We may not be able to maintain our competitive position because coal markets are affected by factors beyond our control.

Continued demand for our coal and the prices that we will be able to obtain will primarily depend upon coal consumption patterns of the domestic electric utility and steel industries. Consumption by the domestic utility industry is affected by the demand for electricity, environmental and other governmental regulations, technological developments and the price and availability of competing coal and alternative fuel supplies including nuclear, natural gas, oil and renewable energy sources. Consumption by the domestic steel industry is primarily affected by the demand for U.S. steel.

Approximately 23% of our production for the twelve months ended December 31, 2003, was metallurgical coal. As the largest supplier of metallurgical coal to the U.S. steel industry, we are subject to being adversely affected by any decline in the financial condition or production volume of U.S. steel producers. In recent years, U.S. steel producers experienced a substantial decline in the prices received for their products, due at least in part to a heavy volume of foreign steel imported into this country. The U.S. government determined that some steel producers in some foreign countries were selling steel products in the United States at below cost and has imposed tariffs on products from various foreign countries. The imposition of the tariffs has led to a moderate increase in the price of some steel products in the United States. However, several large U.S. producers filed for bankruptcy protection both before and after the tariffs were imposed, including two of our substantial customers: Wheeling-Pittsburgh Steel Corporation (“Wheeling”), which filed for bankruptcy protection in late 2000, accounted for approximately 3% of our produced coal revenue in 2002; and Bethlehem Steel Corporation, which filed for bankruptcy protection in mid-2001 and whose operations and assets were purchased by International Steel Group, Inc. in May 2003, accounted for approximately 2% of our produced coal revenue in 2002. In addition, Algoma Steel, Inc. (“Algoma”), a Canadian steel producer and one of our customers, filed for bankruptcy protection under Canadian law in April 2001. Sales to Algoma accounted for approximately 2% of our produced coal revenue for 2002. Wheeling and Algoma have subsequently exited bankruptcy, and we continue to sell to them on very restrictive terms. Further deterioration in conditions in the steel industry could reduce the demand for our metallurgical coal and impact the collectibility of our accounts receivable from steel industry customers. Since our metallurgical grade coal can also be marketed as a high-Btu steam coal for use by utilities, a decline in the metallurgical market could result in coal being switched from the metallurgical market to the utility market.

As noted above, on March 5, 2002, President Bush announced a decision imposing tariffs on certain steel imports under Section 201 of the Trade Act of 1974. These tariffs were intended to help U.S. steel producers by providing protection against imports from certain countries. On July 11, 2003, the World Trade Organization (“WTO”) issued its final ruling that the Section 201 remedies violated global trade rules. President Bush’s administration appealed the ruling to a WTO appeals panel, the WTO’s highest tribunal, and the panel rejected the administration’s appeal. On December 5, 2003, the Bush administration terminated the tariffs. We cannot predict how the termination of the tariffs will affect the amount of coal we provide to U.S. steel producers.

In addition, the steel industry increasingly relies on electric arc furnaces or pulverized coal processes to make steel. These processes do not use coke. If this trend continues, the amount of metallurgical coal that we sell could further decrease. Since metallurgical coal is generally priced higher than steam coal, some of our mines may only operate profitably if all or a portion of their production is sold as metallurgical coal. If they are unable to sell metallurgical coal, these mines may not be economically viable and may close.

We may not be able to maintain our competitive position because the coal industry is highly competitive.

We compete with coal producers in various regions of the United States for domestic sales and with both domestic and foreign producers for sales to international markets. We compete with other producers primarily on the basis of price, coal quality, transportation cost and reliability of supply. Generally, the relative competitiveness of coal vis-à-vis other fuels or other coals is

12

evaluated on a delivered cost per heating value unit basis. In addition to competition from other fuels, coal quality, the marginal cost of producing coal in various regions of the country and transportation costs are major determinants of the price for which we can sell coal. Factors that directly influence production cost include geological characteristics (including seam thickness), overburden ratios, depth of underground reserves, transportation costs and labor availability and cost.

Central Appalachian coal is more expensive to mine than western coal due to thinner coal seams and greater reliance on underground mining, which typically has higher costs. In prior years, increased development of large surface mining operations, particularly in the western United States, and more efficient mining equipment and techniques contributed to excess coal production capacity in the United States.

During the mid-1970s and early 1980s, increased demand for coal attracted new investors to the coal industry, spurred the development of new mines and resulted in additional production capacity throughout the industry, all of which led to increased competition and lower coal prices. Increases in coal prices could encourage the development of expanded capacity by new or existing coal producers. Any resulting overcapacity could reduce coal prices and therefore reduce our revenues.

Demand for our low sulfur coal and the prices that we will be able to obtain for it will also be affected by the price and availability of high sulfur coal, which can be marketed in tandem with emissions allowances. In addition, more widespread installation by electric utilities of technology that reduces sulfur emissions may make high sulfur coal more competitive with low sulfur coal. This competition could adversely affect our business and results of operations.

Depending on the relative strength of the U.S. dollar versus currencies in other coal producing regions of the world, we may export more or less coal into foreign countries as we compete on price with other foreign coal producing sources. Additionally, the domestic coal market may be impacted due to the relative strength of the U.S. dollar to other currencies, as foreign sources could be cost advantaged based on a coal producing region’s relative currency position.

A significant decline in coal prices could adversely affect our operating results and cash flows.

Our results of operations are highly dependent upon the prices we receive for our coal and our ability to improve productivity and control costs. Any decreased demand would cause spot prices to decline and require us to increase productivity and decrease costs in order to maintain our margins. If we are not able to maintain our margins, our operating results could be adversely affected. Price declines may adversely affect operating results for future periods and our ability to generate cash flows necessary to improve productivity and expand operations.

Coal mining is subject to unexpected disruptions, which could cause our quarterly or annual results to fluctuate.

Our mining operations are subject to certain events and operating conditions that could disrupt operations and affect production at particular mines for varying lengths of time. These events and conditions include:

• fires and explosions from methane;

• accidental minewater discharges;

• adverse weather and natural disasters, such as heavy rains or floods;

• equipment failures and maintenance problems;

• transportation delays;

• changes in geologic conditions;

• failure of reserve estimates to prove correct;

• inability to acquire or renew mining rights or permits; and

• governmental actions that suspend or revoke our permits.

13

We maintain property and general liability insurance policies that provide limited coverage for some, but not all, of these risks. Even where insurance coverage applies, there can be no assurance that these risks would be fully covered by our insurance policies. Any disruption of our operations could adversely affect our business and revenues.

Government laws, regulations and other legal requirements relating to protection of the environment increase our costs of doing business and may restrict our operations.

We incur substantial costs and liabilities under increasingly strict federal, state and local environmental, health and safety and endangered species laws, including regulations and governmental enforcement policies. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from our operations. We may also incur costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations.

New legislation and new regulations may be adopted that could materially adversely affect our mining operations, cost structure or our customers’ ability to use coal. New legislation and new regulations may also require us or our customers to change operations significantly or incur increased costs. The U.S. Environmental Protection Agency, or the “EPA,” has undertaken broad initiatives aimed at increasing compliance with emissions standards and providing incentives to customers for decreasing emissions, often by switching to an alternative fuel source.

SMCRA Litigation. On March 29, 2002, the U.S. District Court for the District of Columbia issued a ruling that could restrict underground mining activities conducted in the vicinity of public roads, within a variety of federally protected lands, within national forests and within certain proximity to occupied dwellings. The lawsuit, Citizens Coal Council v. Norton, was filed in February 2000 to challenge regulations issued by the Department of the Interior providing, among other things, that subsidence and underground activities that may lead to subsidence are not surface mining activities within the meaning of the Surface Mining Control and Reclamation Act or “SMCRA.” SMCRA generally contains restrictions and certain prohibitions on the locations where surface mining activities can be conducted. The District Court entered summary judgment upon the plaintiff’s claims that the Secretary of the Interior’s determination violated SMCRA. By order dated April 9, 2002, the court remanded the regulations to the Secretary of the Interior for reconsideration. The Department of the Interior and the National Mining Association, a trade group that intervened in this action, appealed the order to the U.S. Court of Appeals for the District of Columbia Circuit. On June 3, 2003, the Court of Appeals overturned the District Court’s order and upheld the Department of Interior’s regulations. The timeframe for appeal of the Court of Appeal’s decision has not yet lapsed. If the Department of Interior’s regulations ultimately are not upheld, there could be a material adverse effect on all of our coal mine operations that utilize underground mining techniques. While it still might be possible to obtain permits for underground mining operations in these areas, the time and expense of that permitting process would likely increase significantly. It would be likely that room and pillar and longwall mining near certain structures would be more difficult and expensive for all coal producers and continued mining at some mines might no longer be practicable.

Show Cause Orders. Regulatory authorities implementing SMCRA may order surface mining permit holders to “show cause” why their permits should not be suspended or revoked because of alleged patterns of violations. A pattern of violations can be found when there are two or more violations of a same or similar type within a 12-month period. Under these “show cause orders,” if a pattern of violations is found and determined to have been caused by willful or unwarranted conduct under the surface mining laws, our surface mining permits may either be suspended or revoked. Some of our subsidiaries have been issued show cause orders that are currently unresolved. The outcome of each of these actions remains uncertain, so the eventual cost to us, if any, cannot presently be reasonably estimated.

As of the date of this prospectus, show cause orders have been issued by the West Virginia Department of Environmental Protection, or the “WVDEP” with respect to active permits at our Marfork Coal Company, Independence Coal Company, Omar Mining Company, Bandmill Coal Corporation, Alex Energy and Green Valley Coal Company subsidiaries. In addition, the Kentucky Natural Resources and Environment Protection Cabinet has issued a show cause order with respect to an active permit at Sidney Coal Company. A suspension of these operations could adversely affect our financial results to the extent we are unable to generate the lost production from our other operations. WVDEP and the Kentucky Natural Resources and Environment Protection Cabinet have issued show cause orders with respect to certain of our subsidiaries with idled permits.

The potential impact on operations from a permit suspension in the show cause proceedings varies. For example, some of the operations are not currently mining or processing coal; therefore, a suspension at those operations would not impact earnings. At the active operations, suspensions could impact earnings to the extent that downtime cannot be offset by increases in production and/or

14

coal sales at other times or at other operations. The impact of suspensions at these operations could also vary depending on when the suspensions are served. For example, suspensions served over weekends or during scheduled maintenance periods would have lesser impacts. We do not believe the impact of the suspensions or the cost of defending these matters is likely to be material.

If we are unsuccessful in defending or reaching an acceptable resolution of these orders, there is a possibility that a suspension of operations could have a significant effect on our overall operations. If one or more of our permits are revoked, we could be prohibited from obtaining additional permits. In the event of future violations at these or other properties, the existence of these orders may increase the gravity of any sanctions sought in the event that the state decides to pursue any enforcement. For more detailed information concerning the show cause orders, see the documents incorporated by reference in this prospectus listed under “Documents Incorporated by Reference.”

WVDEP Litigation. On October 22, 2003, WVDEP brought suit against three Massey subsidiaries, Independence Coal Company and Omar Mining Company in the Circuit Court of Boone County, West Virginia, and Marfork Coal Company in the Circuit Court of Raleigh County, West Virginia. The suits allege various violations of waste and clean water laws in 2001 and 2002 and seek unspecified amounts in fines as well as injunctive relief to compel compliance. Independence, Omar and Marfork believe that compliance has been achieved for these past violations and will defend the suits vigorously.

Martin County Impoundment Discharge. On October 11, 2000, a partial failure of the coal refuse impoundment at Martin County Coal Corporation, one of our subsidiaries, released approximately 230 million gallons of coal slurry into adjacent underground mine workings. The slurry then discharged into two tributary streams of the Big Sandy River in eastern Kentucky. No one was injured in the discharge. Clean up efforts began immediately and are complete at this time with monitoring and reporting ongoing. Martin County Coal began processing coal again on April 2, 2001. We continue to seek approval from the applicable agencies for alternate refuse disposal options related to operations of Martin County Coal’s preparation plant. As of September 30, 2003, we had incurred a total of approximately $74.0 million of cleanup costs and other spill related costs, including claims, fines and other items, $67.0 million of which have been paid directly or reimbursed by insurance companies. We continue to seek insurance reimbursement of any and all covered costs.

Most of the claims, fines, penalties and lawsuits from the impoundment failure have been satisfied or settled. On September 30, 2003, we settled for $600,000 a civil action filed by the WVDEP against Martin County Coal in the Circuit Court of Wayne County, West Virginia, alleging natural resources damages in West Virginia and violations of law resulting from the impoundment discharge. The action was dismissed by the court with prejudice. On January 23, 2004, we settled for $90,000 a suit filed by the Town of Fort Gay, West Virginia against us and Martin County Coal in the Circuit Court of Wayne County, West Virginia, alleging that it’s water treatment and distribution plant was damaged when water, allegedly discharged from the Martin County Coal impoundment, was pumped into the facility. The settlement amounts were covered by our insurance. Remaining issues (none of which we consider material) include:

• six law suits (one seeking class certification) in the Circuit Court of Martin County, Kentucky, asserting claims for personal injury, property and other damages, and seeking unquantified compensatory and punitive damages allegedly resulting from the incident;

• various citations issued by the Federal Mine Safety and Health Administration (or the “MSHA”) following the impoundment discharge, and two penalties assessed totaling approximately $110,000. The citations alleged that we violated the MSHA-approved plan for operation of the facility. We contested the violations and penalty amounts which resulted in (i) a directed verdict rescinding one of the assessed penalties totaling $55,000 and (ii) a reduction by an administrative law judge of a second assessed penalty from $55,000 to $5,500. The MSHA has appealed;

• a subpoena from a federal grand jury of the U.S. District Court for the Eastern District of Kentucky requesting information relating to the impoundment and impoundment discharge. We are responding to the subpoena.

We believe, but cannot assure, that we have insurance coverage applicable to these items, at least with respect to costs other than governmental penalties, such as those assessed by MSHA, and punitive damages, if any. One of our carriers has stated that it believes its policy does not provide coverage for governmental penalties or punitive damages.

Water Claims Litigation. Two cases were filed in the Circuit Court of Mingo County, West Virginia, alleging that our Delbarton Mining Company subsidiary’s mining activities destroyed nearby resident plaintiffs’ water supplies. One case was filed on behalf of 134 plaintiffs on July 1, 2002, and the other was filed on behalf of 54 plaintiffs on July 26, 2002 (an amended complaint, filed May 1, 2003, added 42 plaintiffs). The plaintiffs seek to recover compensatory and punitive damages relating to alleged personal injuries and

15

property damages, but their alleged damages have not been quantified. Delbarton has already provided many of the plaintiffs with a replacement water source. Discovery is proceeding in each case and trial is scheduled for April 2004.

West Virginia Flooding Cases. Seven of our subsidiaries have been named, along with 170 other companies, in 35 separate complaints filed in the Circuit Courts of Boone, Fayette, Kanawha, McDowell, Mercer, Raleigh and Wyoming Counties, West Virginia. These cases collectively include approximately 2,200 plaintiffs who filed suit on behalf of themselves and others similarly situated, seeking damages for property damage and personal injuries arising out of flooding that occurred in southern West Virginia in July 2001. The plaintiffs have sued coal, timber, railroad and land companies under the theory that mining, construction of haul roads and removal of timber caused natural surface waters to be diverted and interrupted in an unnatural way, thereby causing damage to the plaintiffs. The Supreme Court of Appeals of West Virginia ruled that these cases, including several additional flood damage cases not involving our subsidiaries, will be handled pursuant to the Court’s mass litigation rules. As a result of this ruling, the cases were transferred to the Circuit Court of Raleigh County, West Virginia to be handled by a panel of three circuit court judges. On August 1, 2003, the panel certified nine questions to the Supreme Court of Appeals of West Virginia. While the plaintiffs’ alleged damages have not been quantified and the outcome of this litigation is subject to uncertainties, based on our preliminary evaluation of the issues and the potential impact on us, we believe this matter will be resolved without a material adverse effect on our cash flows, financial condition or results of operations.

We are subject to the Clean Water Act and corresponding state laws that restrict how we conduct our business and may expose us to substantial penalties for failures to comply.

The Federal Clean Water Act and corresponding state laws affect coal mining operations by imposing restrictions on discharging of pollutants into waters and on dredging and filling of wetlands. Regular monitoring, as well as compliance with reporting requirements and performance standards, are preconditions for the issuance and renewal of permits governing the discharge of pollutants into water. In addition, we may become subject to fines and other penalties, including suspension or revocation of our permits, for failure to comply with these statutes. In December 2002, Independence Coal and Omar Coal each pled guilty to misdemeanor charges that it had negligently violated the Clean Water Act. Each company has paid $200,000 in fines and agreed to a five-year probation period. We, along with Independence Coal and Omar Coal, have also agreed to an environmental training and compliance program and to independent environmental audits.

We cannot assure you that compliance with the requirements of the Clean Water Act and corresponding state laws will not cause us to incur significant additional costs or that we will not become subject to fines or other penalties for failures to comply with these statutes.

Anti-degradation Litigation. Under the Clean Water Act, state regulatory authorities must conduct an anti-degradation review before approving permits for the discharge of pollutants to waters that have been designated as high quality by the state. Anti-degradation review involves public and intergovernmental scrutiny of permits and requires permittees either to meet more stringent permit limits or to demonstrate that the proposed activities are justified in order to accommodate significant economic or social development in the area where the waters are located. This could cause increases in the costs, time and difficulty associated with obtaining and complying with the Clean Water Act permits for operations that discharge into high quality streams. Recently, West Virginia created and the EPA approved an anti-degradation policy, but the future of that policy and of anti-degradation requirements in West Virginia is uncertain. Notably, in January 2002, a number of environmental groups and individuals challenged EPA’s approval of West Virginia’s anti-degradation policy in the U.S. District Court for the Southern District of West Virginia in Ohio Valley Environmental Coalition v. Whitman. On August 29, 2003, the Court upheld some of the challenges to the policy and it appears that West Virginia will have to alter and EPA will have to re-approve the policy. Notably, the Court did not uphold challenges to provisions in the policy that exempt current holders of National Pollutant Discharge Elimination System, or “NPDES,” permits from anti-degradation review, but did uphold challenges to provisions in the policy that exempted applicants seeking permits under Section 404 of the Clean Water Act from the anti-degradation review process.

We must obtain governmental permits and approvals for mining operations, which can be a costly and time-consuming process and result in restrictions on our operations.

Our operations are principally regulated under surface mining permits issued pursuant to the SMCRA and state counterpart laws. Such permits are issued for terms of five years with the right of successive renewal. We currently have over 400 surface mining permits. In conjunction with the surface mining permits, most operations hold NPDES permits pursuant to the Clean Water Act and state counterpart water pollution control laws for the discharge of pollutants to waters. These permits are issued for terms of five years and also are renewed in conjunction with the surface mining permit renewals. Additionally, the Clean Water Act requires permits for

16

operations that fill waters of the United States. Valley fills and refuse impoundments are typically authorized under Nationwide Permits that are revised and renewed periodically by the U.S. Corps of Engineers. Additionally, certain surface mines and preparation plants have permits issued pursuant to the Clean Air Act and state counterpart clean air laws allowing and controlling the discharge of air pollutants.

Regulatory authorities exercise considerable discretion in the timing of permit issuance. Requirements imposed by these authorities may be costly and time-consuming and may result in delays in the commencement or continuation of exploration or production operations. We often are required to prepare and present to federal, state and local authorities data pertaining to the effect or impact that proposed exploration for or production of coal may have on the environment. For example, the WVDEP and the Office of Surface Mining are involved in litigation regarding their alleged failure to consider the hydrologic effects of mining operations in issuing mining permits. This suit could result in West Virginia imposing additional requirements on us and other mining companies relating to the assessment of potential hydrologic risks.

Further, private individuals and the public at large possess rights to comment on and otherwise engage in the permitting process, including through intervention in the courts. Accordingly, the permits we need may not be issued, or if issued, may not be issued in a timely fashion, or may involve requirements which restrict our ability to conduct our mining operations or to do so profitably.

On October 23, 2003, the Ohio Valley Environmental Coalition and other environmental groups filed a lawsuit against the U.S. Army Corps of Engineers (“Corps”) in the U.S. District Court for the Southern District of West Virginia. The lawsuit seeks to invalidate Nationwide Permit 21 (“NWP21”), which is a general permit issued by the Corps under the Clean Water Act that authorizes the discharge of fill material into streams for purposes such as the construction of excess spoil valley fills and refuse impoundments. The plaintiffs maintain that NWP21 was improperly issued and that valley fills and refuse impoundments must receive individual permits, which require more detailed permit applications and reviews. If the lawsuit is successful, there could be further delays in obtaining necessary permits for valley fills and refuse impoundments. The coal industry may intervene to protect its interests and to support the continued use of NWP21.

We are the subject of various legal proceedings.

We are the subject of various legal proceedings, including the following:

Harman Case. On July 31, 1997, we acquired United Coal Company and its subsidiary, Wellmore Coal Corporation. Wellmore was party to a coal supply agreement with Harman Mining Corporation and certain of its affiliates, pursuant to which Harman sold coal to Wellmore. In December 1997, Wellmore declared force majeure under the coal supply agreement and reduced the amount of coal to be purchased from Harman as a result thereof. Wellmore declared force majeure because its major customer for the coal purchased under the coal supply agreement was forced to close its Pittsburgh, Pennsylvania coke plant due to regulatory action. We subsequently sold Wellmore, but retained responsibility for any claims relating to this declaration of force majeure. On October 29, 1998, Harman and its sole shareholder, Hugh Caperton, filed an action against us and certain of our subsidiaries in the Circuit Court of Boone County, West Virginia, alleging that we and our subsidiaries tortiously interfered with Harman’s contract with our subsidiary, Wellmore, and, as a result, caused Harman to go out of business. On August 1, 2002, the jury in the case awarded the plaintiffs $50 million in compensatory and punitive damages. On July 17, 2003, we were ordered to file a $55 million letter of credit with the trial court to secure the jury verdict, plus one year’s interest at 10%, which we filed on August 13, 2003. We are pursuing post-judgment remedies. Various motions filed in the trial court have been fully briefed and argued. We will appeal to the Supreme Court of Appeals of West Virginia, if necessary. We have accrued a liability with respect to this case of $25 million, excluding interest, included in Other current liabilities, which we believe is a fair estimate of the eventual total payout in this case.

Elk Run Dust Case. On February 2, 2001, approximately 160 residents of the Town of Sylvester, West Virginia, filed suit in the Circuit Court of Boone County, West Virginia against the Company and its subsidiary, Elk Run Coal Company, Inc., alleging that Elk Run’s operations create noise, light and dust constituting a nuisance and causing damage to the community and seeking to recover compensatory and punitive damages. On February 7, 2003, a jury awarded approximately $475,000 in compensatory damages to the plaintiffs but rejected the plaintiffs’ request for punitive damages. On September 17, 2003, the plaintiffs’ were awarded $1.8 million for attorneys’ and experts’ fees. On October 8, 2003, one of our insurers gave us notice that it believes it has no duty to provide coverage in this case. On October 14, 2003, such insurer filed a declaratory judgment action in the U.S. District Court for the Eastern District of Virginia, seeking a declaration that it has no duty to defend or indemnify us in this action. On October 24, 2003, we paid $2.3 million, plus interest, in exchange for plaintiffs dismissing these claims, and filed a motion and third-party complaint in the pending litigation in the Circuit Court of Boone County, West Virginia, against the insurer that denied coverage. On October 31, 2003, the Court granted our motion. We had fully accrued for this amount as of September 30, 2003.

17

Preparation Plant Employees Litigation. Several of our subsidiaries, along with several other coal companies and several chemical companies, are defendants in an action styled Denver Pettry, et al. v. Peabody Holding Company, et al., filed April 17, 2002 in the Circuit Court of Boone County, West Virginia, in which the plaintiffs allege that they were excessively exposed to chemicals used in the coal preparation plants of the defendant coal companies, which were manufactured by the defendant chemical companies. The plaintiffs are attempting to attain class action status, and seek to recover unquantified compensatory and punitive damages. We believe we have significant defenses to the claims, and we are defending the case vigorously. Discovery in this case continues. On July 25, 2002, one of our insurers filed a declaratory judgment action in the U.S. District Court for the Eastern District of Virginia, seeking a declaration that it has no duty to defend or indemnify us in the Pettry action. On October 2, 2002, we filed suit seeking a declaratory judgment in the Circuit Court of Boone County, West Virginia, against that insurer and other insurers who provided policies to us that may cover the Pettry claims, and filed a motion to dismiss the action filed in Virginia. Subsequently, defendants removed the West Virginia declaratory judgment action to the U.S. District Court for the Southern District of West Virginia. On February 25, 2003, the U.S. District Court for the Eastern District of Virginia entered an order dismissing the Virginia case. The insurer appealed the dismissal of the Virginia case to the U.S. Court of Appeals for the Fourth Circuit, and filed a motion in the West Virginia case seeking a stay of that proceeding until its appeal of the Virginia case is decided. By order entered May 2, 2003, the court in the West Virginia case granted that motion.

Shareholder derivative suit. On August 5, 2002, a shareholder derivative complaint was filed in the Circuit Court of Boone County, West Virginia, naming us, each of our directors and certain of our current and former officers. The complaint alleges (1) breach of fiduciary duties against all of the defendants for refusing to cause us to comply with environmental, labor and securities laws, and (2) improper insider trading by Don L. Blankenship, Jeffrey M. Jarosinski, Madeleine M. Curle and Bennett K. Hatfield. The plaintiff makes these allegations derivatively, and seeks to recover damages on behalf of our company. The damages claimed by the plaintiff have not been quantified. We and the other defendants removed the case to Federal District Court in Charleston, West Virginia, but the case has now been remanded to the Circuit Court of Boone County. Motions to dismiss have been argued before the court, and discovery continues.

We are parties to a number of other legal proceedings incident to our normal business activities. While we cannot predict the outcome of these proceedings, in our opinion, any liability arising from these matters individually and in the aggregate should not have a material adverse effect upon our consolidated financial position, cash flows or results of operations.

Please refer to the documents incorporated by reference in this prospectus under “Documents Incorporated by Reference” for a description of other legal proceedings to which we are subject.

We have significant reclamation and mine closure obligations. If the assumptions underlying our accruals are materially inaccurate, we could be required to expend greater amounts than anticipated.

SMCRA establishes operational, reclamation and closure standards for all aspects of surface mining as well as most aspects of deep mining. Estimates of our total reclamation and mine-closing liabilities are based upon permit requirements and our engineering expertise related to these requirements. The estimate of ultimate reclamation liability is reviewed periodically by our management and engineers. The estimated liability can change significantly if actual costs vary from assumptions or if governmental regulations change significantly. We adopted Statement of Financial Accounting Standard No. 143, “Accounting for Asset Retirement Obligations” (“Statement No. 143”) effective January 1, 2003. Statement No. 143 requires that retirement obligations be recorded as a liability based on fair value, which is calculated as the present value of the estimated future cash flows. In estimating future cash flows, we considered the estimated current cost of reclamation and applied inflation rates and a third-party profit, as necessary. The third-party profit is an estimate of the approximate markup that would be charged by contractors for work performed on behalf of us. The resulting estimated liability could change significantly if actual amounts change significantly from our assumptions.

New regulations have generally made it easier for claimants to assert and prosecute black lung claims, which could increase our liability for black lung benefits.

Under federal black lung benefits legislation, each coal mine operator is required to make payments of black lung benefits or contributions to: (1) current and former coal miners totally disabled from black lung disease; (2) certain survivors of a miner who dies from black lung disease; and (3) a trust fund for the payment of medical expenses to claimants whose last mine employment was before January 1, 1970, where no responsible coal mine operator has been identified for claims (where a miner’s last coal employment was after December 31, 1969), or where the responsible coal mine operator has defaulted on the payment of such benefits. In recent years, legislation on black lung reform has been introduced but not enacted in Congress. It is possible that such legislation will be reintroduced for consideration by Congress. If any of the proposals included in such or similar legislation is passed, the number of

18

claimants who are awarded benefits could significantly increase. There can be no assurance that any such changes in black lung legislation, if approved, will not have a material adverse effect on our business, financial condition and results of operations. In addition to federal acts, we are also liable under various state statutes for black lung claims.

In addition, the U.S. Department of Labor issued a final rule, effective January 19, 2001, amending the regulations implementing federal black lung laws. The amendments give greater weight to the opinion of the claimant’s treating physician, expand the definition of black lung disease and limit the amount of medical evidence that can be submitted by claimants and respondents. The amendments also alter administrative procedures for the adjudication of claims, which, according to the Department of Labor, result in streamlined procedures that are less formal, less adversarial and easier for participants to understand. These and other changes to the black lung regulations could potentially increase our exposure to black lung benefits liabilities. We, with the help of our consulting actuaries, intend to monitor claims activity very closely and will modify the assumptions underlying the projection of our black lung liability should the results of such monitoring indicate that it is appropriate to do so.

The characteristics of coal may make it difficult for coal users to comply with various environmental standards related to coal combustion. As a result, they may switch to other fuels, which would affect the volume of our sales.

Coal contains impurities, including sulfur, mercury, chlorine, nitrogen oxide and other elements or compounds, many of which are released into the air when coal is burned. The Clean Air Act and corresponding state laws extensively regulate emissions into the air of particulate matter and other substances, including sulfur dioxide, nitrogen oxides and mercury. Although these regulations apply directly to impose certain requirements for the permitting and operation of our mining facilities, by far their greatest impact on us and the coal industry generally is the effect of emission limitations on utilities and our other customers. Owners of coal-fired power plants and industrial boilers have been required to expend considerable resources in an effort to comply with these ambient air standards. Significant additional emissions control expenditures will be needed in order to meet the current national ambient air standard for ozone. In particular, coal-fired power plants will be affected by state regulations designed to achieve attainment of the ambient air quality standard for ozone. Ozone is produced by the combination of two precursor pollutants: volatile organic compounds and nitrogen oxides. Nitrogen oxides are a by-product of coal combustion. Accordingly, emissions control requirements for new and expanded coal-fired power plants and industrial boilers will continue to become more demanding in the years ahead. The EPA has imposed or attempted to impose tighter emission restrictions in a number of areas, some of which are currently subject to litigation. The general effect of such tighter restrictions could be to reduce demand for coal. In July 1997, the EPA adopted new, more stringent National Ambient Air Quality Standards for very fine particulate matter and ozone. The Court of Appeals for the District of Columbia issued an opinion in May 1999 limiting the manner in which the EPA can enforce these standards. After a request by the federal government for a rehearing by the Court of Appeals was denied, the Supreme Court agreed in January 2000 to review the case. On February 27, 2001, the Supreme Court found in favor of the EPA in material part and remanded the case to the Court of Appeals. On remand, the Court of Appeals for the D.C. Circuit affirmed the EPA’s adoption of these more stringent ambient air quality standards. As a result of the finalization of these standards, states that are not in attainment for these standards will have to revise their state implementation plans to include provisions for the control of ozone precursors and/or particulate matter. Revised state implementation plans could require electric power generators to further reduce nitrogen oxide and particulate matter emissions. The potential need to achieve such emissions reductions could result in reduced coal consumption by electric power generators. Thus, future regulations regarding ozone, particulate matter and other pollutants could restrict the market for coal and the development of new mines by the Company. This in turn may result in decreased production by us and a corresponding decrease in our revenue.

Furthermore, in October 1998, the EPA finalized a rule that will require 19 states in the Eastern United States that have ambient air quality problems to make substantial reductions in nitrogen oxide emissions by the year 2004. The final rule was largely upheld by the U.S. Court of Appeals for the District of Columbia Circuit. To achieve reductions in nitrogen oxide emissions by 2004, many power plants would be required to install additional control measures such as capital-intensive selective catalytic reduction (SCR) devices. The installation of these measures would make it more costly to operate coal-fired power plants and, depending on the requirements of individual state implementation plans, could make coal a less attractive fuel. In addition, reductions in nitrogen oxide emissions can be achieved at a low capital cost through a combination of low nitrogen oxide burners and coal produced in Western U.S. coal mines. As a result, changes in current emissions standards could also impact the economic incentives for Eastern U.S. coal-fired power plants to consider using more coal produced in Western U.S. coal mines.

Along with these regulations addressing ambient air quality, the EPA has initiated a regional haze program designed to protect and to improve visibility at and around National Parks, National Wilderness Areas and International Parks. This program restricts the construction of new coal-fired power plants whose operation may impair visibility at and around federally protected areas. Moreover, this program may require certain existing coal-fired power plants to install additional control measures designed to limit haze-causing emissions, such as sulfur dioxide, nitrogen oxides and particulate matter. The EPA’s final rule concerning best available retrofit

19

technology (BART) is currently on remand to the EPA from the U.S. Court of Appeals for the District of Columbia Circuit. By imposing limitations upon the placement and construction of new coal-fired power plants, the EPA’s regional haze program could affect the future market for coal.

Additionally, the U.S. Department of Justice, on behalf of the EPA, has filed lawsuits against several investor-owned electric utilities and brought an administrative action against one government-owned electric utility for alleged violations of the Clean Air Act. The EPA claims that these utilities have failed to obtain permits required under the Clean Air Act for alleged major modifications to their power plants. We supply coal to some of the currently affected utilities, and it is possible that our other customers will be sued. These lawsuits could require the utilities to pay penalties and install pollution control equipment or undertake other emission reduction measures, which could adversely impact their demand for coal.

In late October 2003, Attorneys General from 12 states, among others, filed suits in the U. S. Court of Appeals for the District of Columbia Circuit that seek to have the Court find that the EPA has no authority to enact rules that purportedly weaken the Clean Air Act. Suits filed on October 23, 2003, seek to reverse an EPA opinion that the agency does not have authority to regulate greenhouse gases under the Clean Air Act and challenge the EPA’s rejection of a request by environmental groups that the agency regulate such emissions from vehicles. Another suit filed on October 27, 2003, seeks to challenge EPA rules that create a category of activities that automatically will be considered routine maintenance, repair and replacement under the New Source Review permitting program.

Other Clean Air Act programs are also applicable to power plants that use our coal. For example, the acid rain control provisions of Title IV of the Clean Air Act require a reduction of sulfur dioxide emissions from power plants. Because sulfur is a natural component of coal, required sulfur dioxide reductions can affect coal mining operations. Title IV imposes a two-phase approach to the implementation of required sulfur dioxide emissions reductions. Phase I, which became effective in 1995, regulated the sulfur dioxide emissions levels from 261 generating units at 110 power plants and targeted the highest sulfur dioxide emitters. Phase II, implemented January 1, 2000, made the regulations more stringent and extended them to additional power plants, including all power plants of greater than 25 megawatt capacity. Affected electric utilities can comply with these requirements by:

• burning lower sulfur coal, either exclusively or mixed with higher sulfur coal;

• installing pollution control devices such as scrubbers, which reduce the emissions from high sulfur coal;

• reducing electricity generating levels; or

• purchasing or trading emission credits.

Specific emissions sources receive these credits that electric utilities and industrial concerns can trade or sell to allow other units to emit higher levels of sulfur dioxide. Each credit allows its holder to emit one ton of sulfur dioxide.

In addition to emissions control requirements designed to control acid rain and to attain the national ambient air quality standards, the Clean Air Act also imposes standards on sources of hazardous air pollutants. Although these standards have not yet been extended to coal mining operations, the EPA recently announced that it will regulate hazardous air pollutants from coal-fired power plants. Under the Clean Air Act, coal-fired power plants will be required to control hazardous air pollution emissions by no later than 2009. These controls are likely to require significant new improvements in controls by power plant owners. The most prominently targeted pollutant is mercury, although other by-products of coal combustion may be covered by future hazardous air pollutant standards for coal combustion sources. However, the introduction of mercury emissions limits could place coal produced in Western U.S. mines at a competitive disadvantage to coal produced in Eastern U.S. mines, as current mercury-removal technology is more effective on Eastern U.S. coal. The EPA has announced that it intends to issue a proposed rule concerning maximum achievable control technology (MACT) for utilities by December 2003.

Other proposed initiatives may have an effect upon coal operations. Several so-called multi-pollutant bills, which could regulate a variety of air emissions, including carbon dioxide and mercury, have been proposed. One such proposal is the Bush Administration’s Clear Skies initiative. As proposed, this initiative is designed to reduce emissions of sulfur dioxide, nitrogen oxides and mercury from power plants. Bills have also been introduced in the U.S. Senate that would place tight caps on coal-fired emissions, including mandatory limits on carbon dioxide emissions, and require shorter implementation time frames. While the details of these proposed initiatives vary, there is clearly a movement towards increased regulation of air emissions, including carbon dioxide and mercury, which could cause power plants to shift away from coal as a fuel source.

20

The Bush administration recently pledged $2 billion to the Clean Coal Technology (CCT) Program. The CCT Program is a government and industry co-funded effort to demonstrate a new generation of innovative coal-utilization processes in a series of “showcase” facilities built across the country. These projects are carried out in sufficiently large scale to prove commercial worthiness and generate data for design, construction, operation, and technical/economic evaluation of full-scale commercial applications. The goal of the CCT Program is to furnish the U.S. energy marketplace with advanced, more efficient coal-based technologies, technologies that are capable of mitigating some of the economic and environmental impediments that inhibit the use of coal as an energy source.

The passage of legislation responsive to the Framework Convention on Global Climate Change or similar governmental initiatives could result in restrictions on coal use.

The United States has not implemented the 1992 Framework Convention on Global Climate Change, or the “Kyoto Protocol”, which is intended to limit or reduce emissions of greenhouse gases, such as carbon dioxide. Under the terms of the Kyoto Protocol, which specifies emission targets that vary from country to country, the United States would be required to reduce emissions to 93% of 1990 levels over a five-year period from 2008 through 2012. Although the United States has not ratified the emission targets and no comprehensive regulations focusing on greenhouse gas emissions are in place, these restrictions, whether through ratification of the emission targets or other efforts to stabilize or reduce greenhouse gas emissions, could adversely affect the price and demand for coal. In March 2001, President Bush reiterated his opposition to the Kyoto Protocol and further stated that he did not believe that the government should impose mandatory carbon dioxide emission reductions on power plants. In February 2002, President Bush announced a new approach to climate change, confirming the Administration’s opposition to the Kyoto Protocol and proposing voluntary actions to reduce the greenhouse gas intensity of the United States. Greenhouse gas intensity measures the ratio of greenhouse gas emissions, such as carbon dioxide, to economic output. The President’s climate change initiative calls for a reduction in greenhouse gas intensity over the next 10 years which is approximately equivalent to the reduction that has occurred over each of the past two decades. If the United States enacts this or other comprehensive legislation focusing on greenhouse gas emissions, it would have the effect of restricting the use of coal. Other efforts to reduce emissions of greenhouse gases and federal initiatives to encourage the use of natural gas also may affect the use of coal as an energy source.

Weather conditions may affect our business.

Severe weather, including flooding and excessive ice or snowfall, when it occurs, can adversely affect our ability to produce, load and transport coal. In addition, unseasonable weather can adversely affect the demand and price for coal, which could adversely affect our business, financial condition and results of operations.

Foreign currency fluctuations could adversely affect the competitiveness of our coal abroad.

We rely on customers in other countries for a portion of our sales, with shipments to countries in Europe, North America and South America. We compete in these international markets against coal produced in other countries. Coal is sold internationally in U.S. dollars. As a result, mining costs in competing coal producing countries may be less in U.S. dollar terms because of currency exchange rates, providing an advantage to foreign coal producers. Currency fluctuations in coal producing countries could adversely affect the competitiveness of U.S. coal in international markets.

We face numerous uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs and decreased profitability.

There are numerous uncertainties inherent in estimating quantities and values of economically recoverable coal reserves, including many factors beyond our control. As a result, estimates of economically recoverable coal reserves are by their nature uncertain. Information about our reserves consists of estimates based on engineering, economic and geological data assembled and analyzed by our staff.

Some of the factors and assumptions that impact economically recoverable reserve estimates include:

• geological conditions;

• historical production from the area compared with production from other producing areas;

• the assumed effects of regulations and taxes by governmental agencies;

21

• assumptions governing future prices; and

• future operating costs.

Each of these factors may in fact vary considerably from the assumptions used in estimating reserves. For these reasons, estimates of the economically recoverable quantities of coal attributable to a particular group of properties may vary substantially. Actual production, revenues and expenditures with respect to our reserves will likely vary from estimates, and these variances may be material. As a result, our estimates may not accurately reflect our actual reserves.

Our acquisition strategy may not be realized or may require us to raise capital by incurring substantial debt or issuing additional equity.

We intend to pursue growth through opportunistic acquisitions. The coal industry is experiencing rapid consolidation, with many companies seeking to consummate opportunistic acquisitions and increase their market share. We compete and will continue to compete with many other buyers for acquisitions. Acquisitions involve a number of risks, including the time associated with identifying and evaluating future acquisitions, the diversion of management’s attention to the integration of the operations and personnel of the acquired companies, possible adverse short-term effects on our operating results and the loss of key employees of the acquired companies. We cannot provide any assurance that future acquisitions will be available on terms acceptable to us. Our ability to consummate any acquisition will be subject to various conditions, including the negotiation of satisfactory agreements, obtaining necessary regulatory approvals and financing.

Transportation disruptions could impair our ability to sell coal.

We rely on transportation providers to provide access to markets. Disruption of transportation services because of weather-related problems, strikes, lockouts or other events could temporarily impair our ability to supply coal to customers. In 2002, rail shipments constituted approximately 91% of our total shipments, with approximately 33% loaded on Norfolk Southern trains and approximately 58% loaded on CSX trains. If there are disruptions of the transportation services provided by Norfolk Southern or CSX and we are unable to find alternative transportation providers to ship our coal, our business could be adversely affected.

The State of West Virginia has recently increased enforcement of weight limits on coal trucks on its public roads. Also, West Virginia legislation, which raised coal truck weight limits in West Virginia, includes provisions supporting enhanced enforcement. The legislation went into effect on October 1, 2003; however, implementation will be delayed for several weeks as state highway officials work to designate and mark highways. Although we have historically avoided public road trucking of coal when possible by transporting coal by rail, barge and conveyor systems, such stepped up enforcement actions could result in shipment delays and increased costs. An increase in transportation costs could have an adverse effect on our ability to increase or to maintain production and adversely affect revenues.

On January 7, 2003, Coal River Mountain Watch, an advocacy group representing local residents in the Counties of Boone, Kanawha and Raleigh, West Virginia, and other plaintiffs, filed suit in the Circuit Court of Kanawha County, West Virginia against certain of our subsidiaries and various other coal and transportation companies alleging that the defendants illegally transport coal in overloaded trucks causing damage to state roads and interfering with the plaintiffs’ use and enjoyment of their properties and their right to use the public roads, and seeking injunctive relief and unquantified compensatory and punitive damages. The plaintiffs alleged damages have not been quantified. On July 3, 2003, one of our insurers filed a declaratory judgment action in the U.S. District Court for the Eastern District of Virginia, seeking a declaration that it has no duty to provide coverage in this case, among others. On November 3, 2003, the U.S. District Court for the Eastern District of Virginia dismissed the declaratory judgment action in favor of the pending action in the U.S. District Court for the Southern District of West Virginia discussed under “—We are the subject of various legal proceedings—Preparation Plant Employees Litigation” above. The case is in the early procedural stages and we are vigorously pursuing the defense of this case. The Supreme Court of Appeals of West Virginia has ruled that this case shall be handled pursuant to the Court’s mass litigation rules. We have filed a motion for reconsideration of this ruling.

Fluctuations in transportation costs could adversely affect the demand for our coal and increase competition from coal producers in other parts of the country.

Transportation costs represent a significant portion of the delivered cost of coal and, as a result, are a critical factor in a customer’s purchasing decision. Increases in transportation costs could make coal a less competitive source of energy. Such increases could have a material adverse effect on our ability to compete with other energy sources and on our business, financial condition and results of

22

operations. On the other hand, significant decreases in transportation costs could result in increased competition from coal producers in other parts of the country. For instance, coordination of the many eastern loading facilities, the large number of small shipments, terrain and labor issues all combine to make shipments originating in the Eastern United States inherently more expensive on a per-mile basis than shipments originating in the Western United States. Historically, coal transportation rates from the western coal producing areas into Central Appalachian markets limited the use of western coal in those markets. More recently, however, lower rail rates from the western coal producing areas to markets served by eastern producers have created major competitive challenges for eastern producers. This increased competition could have a material adverse effect on our business, financial condition and results of operations.

We may have difficulty in attracting and retaining skilled managers.

From time to time, we experience the loss of senior managers who choose for various reasons to pursue other interests. There can be no assurance that we will not experience further management changes in the future, or that we will be able to attract and retain capable and experienced managers on terms acceptable to us and consistent with our compensation practices.

We depend on a small number of customers for a significant portion of our revenues and the loss of any of those customers could adversely affect us.

During our fiscal year ended December 31, 2002, we derived approximately 33% of our produced coal revenues from sales to our four largest customers. If we are unable to continue to sell coal to those customers on terms, including volume and pricing, under existing agreements, or if we are unable to find another customer to purchase such lost volume, our cash flows, financial condition and results of operations could be adversely affected.

If our customers do not extend existing contracts or enter into new long-term contracts for coal, the stability and profitability of our operations could be affected.

During our fiscal year ended December 31, 2002, approximately 94% of the coal we sold was under contracts with terms of one year or more. The profitability of our long-term coal supply contracts depends on a variety of factors, which vary from contract to contract and fluctuate during the contract term, and includes our production costs. Price changes, if any, provided in long-term supply contracts are not intended to reflect our cost increases, and therefore increases in our costs may reduce our profit margins. In addition, in periods of declining market prices, provisions for adjustment or renegotiation of prices and other provisions may increase our exposure to short-term coal price volatility.

In addition, some supply contracts contain provisions that allow the customer to suspend or terminate performance under the contract upon the occurrence or continuation of specified events. These events typically include:

• our inability to deliver the volume or qualities of coal specified;

• changes in the Clean Air Act rendering use of coal inconsistent with the customer’s pollution control strategies; and

• the occurrence of events beyond the reasonable control of the affected party, including labor disputes, mechanical malfunctions and changes in government regulations.

If a substantial portion of our long-term contracts are terminated, we would be adversely affected to the extent that we are unable to find other customers at the same level of profitability.

As electric utilities adjust to the Phase II requirements of the Clean Air Act and the possible deregulation of their industry, they have become less willing to enter into coal supply contracts with terms of more than one year. Instead, these utilities are purchasing higher percentages of coal on the spot market. Spot market prices tend to be more volatile than contractual prices, which could make our results of operations more volatile.

Disputes with our customers concerning contracts can result in litigation, which could result in our paying substantial damages.

From time to time, we have disputes with our customers over the provisions of long-term contracts relating to, among other things, coal quality, pricing, quantity and delays in delivery. In addition, we may not be able to produce sufficient amounts of coal to meet customer demand, including amounts that we are required to deliver under long-term contracts. Our inability to satisfy our contractual obligations could result in our customers initiating claims against us. We may not be able to resolve all of these disputes in a satisfactory manner, which could result in our paying substantial damages or otherwise harm our relationships with our customers.

We may not be able to produce sufficient amounts of coal to fulfill our customers’ requirements, which could adversely affect our profitability.

If there is an increased demand for coal products we may be unable to fill orders for which we are contractually obligated from our reserves of produced coal. If we are unable to meet our obligations from our reserves of produced coal we may be forced to purchase coal in the open market, which could adversely affect our profitability.

23

We have significant obligations for long-term employee benefits for which we accrue based upon assumptions which, if inaccurate, could result in our being required to expend greater amounts than anticipated.

We provide various long-term employee benefits to inactive and retired employees. We accrue amounts for these obligations. The current and non-current portions of these obligations, as reflected in our consolidated financial statements at December 31, 2002, included:

• post retirement medical and life insurance ($83.4 million);

• coal workers’ black lung benefits ($62.9 million);

• workers’ compensation ($37.4 million); and

• long-term disability ($8.9 million).

These obligations have been estimated based on assumptions, which are described in the notes to our consolidated financial statements. However, if our assumptions are incorrect, we could be required to expend greater amounts than anticipated. These obligations are not funded. In addition, several states in which we operate consider changes in workers’ compensation laws from time to time. Such changes, if enacted, could adversely affect us.

In June 2003, the West Virginia legislature passed a workers’ compensation bill that was sponsored by the employer community to address growing issues surrounding the solvency of the state’s workers’ compensation program. The legislation, which became effective on July 1, 2003, is designed to improve practices within the Workers’ Compensation system by restructuring the Workers’ Compensation Division and limiting and tightening benefit payments. The legislation also authorizes additional funding to address solvency concerns. This legislation should help to stabilize the workers’ compensation program and reduce costs for both self-insured employers and subscribing employers. However, it is difficult to predict the actual impact the legislation will have on either future costs or premiums, nor can we predict how judicial challenges to this legislation will be resolved.

Union-represented labor creates an increased risk of work stoppages and higher labor costs.

Seven of our coal processing plants and one of our smaller surface mines have a workforce that is represented by the United Mine Workers of America. While less than 5% of our total workforce at December 31, 2003 was represented by the United Mine Workers of America, these seven processing plants handled approximately 35% of our coal production in fiscal 2002. There could be an increased risk of strikes and other related work actions, in addition to higher labor costs, associated with these operations. We have also experienced some union organizing campaigns at some of our open shop facilities within the past five years. If some or all of our current open shop operations were to become union represented, we could incur additional risk of work stoppages and higher labor costs. Increased labor costs or work stoppages could adversely affect the stability of production and reduce our net income.

A shortage of skilled labor in the Central Appalachian region could pose a risk to achieving high labor productivity and competitive costs.

Coal mining continues to be a labor-intensive industry. In 2001, a shortage of trained coal miners developed in the Central Appalachian region causing us to hire a large number of mine workers with less experience than our existing workforce. While we did not experience this shortage in 2002, if another shortage of skilled labor were to arise, our productivity could decrease and our costs could increase. Such a lack of skilled miners could have an adverse impact on our labor productivity and cost and our ability to expand production in the event there is an increase in the demand for coal.

Deregulation of the electric utility industry could lead to efforts to reduce coal prices.

Deregulation of the electric utility industry, when implemented, will enable industrial, commercial and residential customers to shop for the lowest cost supply of electricity. This fundamental change in the power industry may result in efforts to reduce coal prices.

We are subject to being adversely affected by the potential inability to renew or obtain surety bonds.

Federal and state laws require bonds to secure our obligations to reclaim lands used for mining, to pay federal and state workers’ compensation, and to satisfy other miscellaneous obligations. These bonds are typically renewable annually. Surety bond issuers and

24

holders may not continue to renew the bonds or may demand additional collateral upon those renewals. Our failure to maintain, or inability to acquire, surety bonds that are required by state and federal law would have a material adverse effect on us. That failure could result from a variety of factors including:

• lack of availability, higher expense or unfavorable market terms of new bonds;

• restrictions on availability of collateral for current and future third-party surety bond issuers under the terms of the notes, our senior notes or our revolving credit facilities; and

• the exercise by third-party surety bond issuers of their right to refuse to renew the surety.

Risks Related to the Notes

Because the notes rank below any secured debt, you may not receive full payment on your notes.

A.T. Massey and other operating subsidiaries are the borrowers or guarantors under our $130 million asset based revolving credit facility. If we are unable to repay amounts on our secured debt, the lenders could proceed against the collateral securing the debt and we may not have enough assets left to pay you. In addition, we may be prohibited from purchasing, redeeming or otherwise acquiring the notes if a default exists under any such secured facility.

The notes and the guarantees of the notes are not secured by any of our assets and are effectively subordinated to any existing or future secured indebtedness of us or the guarantors, including our asset based revolving credit facility, to the extent of the collateral securing such indebtedness. In the event of a foreclosure, dissolution, winding-up, liquidation, reorganization, bankruptcy or similar proceeding involving us or the guarantors, or if the debt under any such credit facility is accelerated as a result of a cross-default provision in our outstanding debt or otherwise, the lenders under such facilities would be entitled to exercise the remedies available to secured lenders under applicable law. Our lenders would have a claim on our assets securing our obligations under such facilities. Accordingly, we cannot assure you that there will be sufficient assets remaining to pay amounts due on all or any of the notes or the guarantees of the notes.

The indenture for the notes imposes operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions.

The indenture for the notes imposes operating and financial restrictions on us. These restrictions limit our ability and the ability of our subsidiaries, among other things, to:

• incur additional indebtedness;

• subordinate indebtedness to other indebtedness unless such subordinated indebtedness is also subordinated to the notes;

• pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness;

• make investments;

• sell assets and issue capital stock of restricted subsidiaries;

• incur liens;

• enter into agreements restricting our subsidiaries’ ability to pay dividends;

• enter into sale and leaseback transactions;

• enter into transactions with affiliates; and

• consolidate, merge or sell all or substantially all of our assets.

25

We cannot assure you that those covenants will not adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities. A breach of any of these covenants could result in a default in respect of our notes. If a default occurred, our indebtedness under these notes, together with the accrued interest and other fees, could be declared immediately due and payable.

At any time when the notes are rated investment grade by Moody’s and S&P and no default or event of default has occurred, many of the foregoing restrictions will not apply. Additionally, actions taken by us during any period when these restrictions are suspended will be permitted to exist even if we again become subject to these covenants as a result of losing an investment grade rating. See “Description of Exchange Notes—Certain Covenants.”

The guarantees may not be enforceable because of fraudulent conveyance laws.

The obligation of our subsidiaries, as guarantors of the notes, may be subject to challenge under state, federal or foreign fraudulent conveyance or transfer laws. Under state and federal laws, if a court, in a lawsuit by an unpaid creditor or representative of creditors of such subsidiary, such as a trustee in bankruptcy or the subsidiary in its capacity as debtor-in-possession, were to find that, at the time such obligation was incurred, such subsidiary, among other things:

• did not receive fair consideration or reasonably equivalent value therefore; and

• either

• was insolvent;

• was rendered insolvent;

• was engaged in a business or transaction for which its assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured;

a court could void such subsidiary’s obligation under its guarantee, and direct the return of any payment made under the guarantee to the subsidiary or to a fund for the benefit of its creditors.

Moreover, regardless of the factors identified above, such court could void such subsidiary’s obligation, and direct such repayment, if it found that the obligation was incurred with the intent to hinder, delay, or defraud such subsidiary’s creditors. In that event, the holder of the notes would not have the benefit of such subsidiary’s guarantee and would have to look for payment solely from us.

The measure of insolvency for purposes of the above will vary depending upon the law of the jurisdiction being applied. Generally, however, an entity would be considered insolvent:

• if the sum of its debts is greater than the fair value of all of its property;

• if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts as they become absolute and mature; or

• if it could not pay its debts as they become due.

Certain of our outstanding indebtedness matures or may mature prior to the maturity of these notes.

Our $283 million 6.95% Senior Notes will mature on March 1, 2007. On May 20, 2009, holders of the 4.75% Convertible Senior Notes may require us to purchase their convertible notes for cash. In addition, holders of the convertible notes also may require us to purchase their 4.75% Convertible Senior Notes upon a fundamental change which will be deemed to have occurred upon certain change of control transactions. A fundamental change also may constitute an event of default, and result in the acceleration of the maturity of our then existing indebtedness, under another indenture or other agreement. We cannot assure you that we would have sufficient financial resources, or would be able to arrange financing, to repay such indebtedness. Failure by us to repay such indebtedness when required will result in an event of default with respect to such indebtedness and these notes.

26

The trading prices for the notes will be directly affected by our credit rating.

Credit rating agencies continually revise their ratings for companies that they follow, including us. Any ratings downgrade could adversely affect the trading price of the notes or the trading market for the notes to the extent a trading market for the notes develops. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Fluctuations in interest rates may give rise to arbitrage opportunities based upon changes in the relative value of our common stock. Any trading by arbitrageurs could, in turn, affect the trading prices of the notes.

There is no established trading market for the notes and no guarantee that a market will develop or that you will be able to sell your notes.

There can be no assurance that a market for the notes will develop. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. Generally, the liquidity of, and trading market for, the notes may also be materially and adversely affected by declines in the market for similar debt securities. Such a decline may materially and adversely affect such liquidity and trading independent of our financial performance and prospects. At the time of the closing of the initial private placement of the notes by us, the initial purchasers advised us that they intended to make a market in the notes. However, the initial purchasers are not obligated to do so and any market-making activity may be discontinued at any time without notice.

27

USE OF PROCEEDS

This exchange offer is intended to satisfy certain of our obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

The net proceeds of the initial private placement of the outstanding notes were used to repay the $249.4 million outstanding under our $250 million senior secured term loan and to cancel our $105 million revolving credit facility, effectively terminating the $355 million secured credit facility, as well as being available for general corporate purposes, including to support the issuance of cash collateralized letters of credit.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2003, which reflects the issuance of the outstanding notes and the application of the net proceeds from the offering of the outstanding notes as described under “Use of Proceeds.”

The information set forth below should be read in conjunction with “Selected Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and “Use of Proceeds” included elsewhere in this prospectus and our consolidated financial statements and related notes included in this prospectus.

	As of December 31, 2003
(in millions)	Actual
Cash and cash equivalents	$	88.8	(1)
Short-term debt
Current portion of capital lease obligations	$	3.7
Total short-term debt		3.7
Long-term debt
6.625% senior notes due 2010		360.0
Accounts receivable based financing program		—
Asset based revolving credit facility		—	(2)
6.95% senior notes due 2007		283.0
4.75% convertible senior notes due 2023		132.0
Capital lease obligations		12.5
Fair value hedge valuation		(3.2	)
Total long-term debt		784.3
Shareholders’ equity
Capital stock
Preferred stock, no par value, 20,000,000 shares authorized, none issued and outstanding		—
Common stock, $0.625 par value, 150,000,000 authorized, 75,298,915 issued and outstanding		47.2
Additional capital		24.3
Retained earnings		693.7
Unamortized executive stock plan expense		(6.2	)
Total shareholders’ equity		759.0
Total capitalization	$	1,547.0

⁽¹⁾ Excludes $141.8 million of funds pledged as collateral to support outstanding letters of credit.

⁽²⁾ Closed on January 20, 2004.

28

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table presents our selected consolidated financial and operating data for, and as of the end of, each of the periods indicated. The selected consolidated financial data for, and as of the end of, each of the years ended December 31, 2002 and October 31, 1998, 1999, 2000 and 2001, and the two months ended December 31, 2001 are derived from our audited consolidated financial statements. The selected consolidated financial data for, and as of the end of, the nine months ended September 30, 2002 and 2003, are derived from our unaudited condensed consolidated financial statements, and in the opinion of management include all adjustments, consisting only of normal recurring accruals, that are necessary for a fair presentation of our financial position and operating results for these periods. The selected consolidated financial and operating data are not necessarily indicative of the results that may be expected for the entire year. The selected consolidated financial and operating data should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and our audited consolidated financial statements and related notes included in this prospectus.

Effective January 1, 2002, we changed our fiscal year end from October 31 to December 31 to enhance the financial community’s ability to analyze and compare our company to others within the coal industry. As a requirement of this change, we reported results for November and December 2001 as a separate transition period, with the results for the corresponding period of 2000 presented for comparative purposes. Certain amounts have been reclassified to conform with the 2003 presentation.

29

	Year Ended October 31,												Two Months Ended December 31, 2001			Year Ended December 31, 2002			Nine Months Ended September 30,
(in millions)	1998			1999			2000(1)			2001									2002			2003
Consolidated Statement of Operations Data:
Produced coal revenue	$	1,121.1		$	1,076.1		$	1,081.0		$	1,203.3		$	204.8		$	1,318.9		$	997.6		$	939.0
Freight and handling revenue		130.7			106.2			131.3			129.9			18.9			112.0			81.6			66.5
Purchased coal revenue		6.0			41.4			39.6			49.5			17.0			117.1			82.3			83.2
Other revenue		34.6			39.3			60.8			49.2			5.7			78.8			58.0			51.8
Insurance settlement																							17.7
Senior notes repurchase income		—			—			—			—			—			3.3			—			0.6
Total revenue		1,292.4			1,263.0			1,312.7			1,431.9			246.4			1,630.1			1,219.5			1,158.8
Cost of produced coal revenue		807.0			773.1			833.9			1,024.7			190.0			1,166.2			869.8			834.3
Freight and handling costs		130.7			106.2			131.3			129.9			18.9			112.0			81.6			66.5
Cost of purchased coal revenue		5.5			41.2			38.9			47.1			16.1			119.6			85.3			84.9
Depreciation, depletion and amortization applicable to:
Cost of produced coal revenue		148.8			165.8			169.5			177.4			30.3			203.9			158.4			139.6
Selling, general and administrative		1.7			1.8			1.8			3.9			0.9			3.8			2.6			3.4
Selling, general and administrative		27.5			32.7			35.3			31.7			7.5			40.1			27.3			26.8
Other expenses		1.1			4.3			5.5			7.7			1.9			11.2			8.9			7.5
Total costs and expenses		1,122.3			1,125.1			1,216.2			1,422.4			265.6			1,656.8			1,233.9			1,163.0
Income (loss) from operations		170.1			137.9			96.5			9.5			(19.2	)		(26.7	)		(14.4	)		(4.2	)
Interest income		16.1			14.4			25.7			8.8			1.0			4.5			3.0			3.4
Interest expense		(0.5	)		(0.8	)		(0.4	)		(34.2	)		(5.3	)		(35.3	)		(26.4	)		(29.9	)
Income (loss) before taxes		185.7			151.5			121.8			(15.9	)		(23.5	)		(57.5	)		(37.8	)		(30.7	)
Income tax expense (benefit)		57.4			49.0			43.3			(10.5	)		(8.7	)		(24.9	)		(15.8	)		(15.1	)
Income (loss) before cumulative effect of accounting change		128.3			102.5			78.5			(5.4	)		(14.8	)		(32.6	)		(22.0	)		(15.6	)
Cumulative effect of accounting change, net of tax of $5.0 million		—			—			—			—			—			—			—			(7.9	)
Net income (loss)	$	128.3		$	102.5		$	78.5		$	(5.4	)	$	(14.8	)	$	(32.6	)	$	(22.0	)	$	(23.5	)

	As of October 31,									As of December 31,						As of September 30, 2003
(in millions)	1998		1999		2000(1)		2001			2001			2002
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	1.8	$	8.1	$	6.9	$	5.7		$	5.5		$	2.7		$	49.5
Working capital (deficit)		33.7		72.5		164.8		(84.7	)		(93.3	)		(63.4	)		369.1	(2)
Total assets		1,866.6		2,008.6		2,183.8		2,271.1			2,272.0			2,241.4			2,266.5
Short-term debt		NM		NM		NM		248.2			263.1			264.0			2.5	(2)
Long-term debt		NM		NM		NM		300.0			300.0			286.0			661.9
Shareholders’ equity		1,181.2		1,275.6		1,372.5		860.6			849.5			808.2			777.5

30

	Year Ended October 31,												Two Months Ended December 31, 2001			Year Ended December 31, 2002			Nine Months Ended September 30,
(in millions, except ratios, per ton amounts and number of employees)	1998			1999			2000(1)			2001									2002			2003
Cash Flow Statement Data:
Net cash provided (utilized) by operating activities	$	285.5		$	235.7		$	153.7		$	172.8		$	19.4		$	122.5		$	120.3		$	9.4
Net cash utilized in investing activities		(282.3	)		(222.8	)		(172.8	)		(212.6	)		(37.3	)		(122.0	)		(115.1	)		(77.2	)
Net cash (utilized) provided by financing activities		(3.1	)		(8.5	)		18.0			38.6			17.7			(3.3	)		4.8			114.5
Other Financial Data:
Capital expenditures		307.9			230.0			204.8			247.5			37.7			135.1			122.0			85.9
Ratio of earnings to fixed charges(3)		54.5	x		19.7	x		13.6	x		(3	)		(3	)		(3	)		(3	)		(3	)
Operating Data:
Tons sold		37.6			37.9			40.2			43.7			7.0			42.1			31.7			30.7
Tons produced		38.0			38.4			41.5			45.1			7.0			43.9			33.5			30.9
Total costs and expenses per ton sold	$	29.85		$	29.71		$	30.22		$	32.52		$	38.08		$	39.33		$	38.92		$	37.86
Produced coal revenue per ton sold	$	29.83		$	28.40		$	26.86		$	27.51		$	29.36		$	31.30		$	31.47		$	30.57
Total coal reserves(4)		1,942			2,223			2,048			2,272			—			2,206			—			—
Number of employees		3,094			3,190			3,610			5,004			5,040			4,552			4,575			4,287

⁽¹⁾ On November 30, 2000, Fluor Corporation, or “Fluor,” completed a reverse spin-off, which divided it into the spun-off corporation, “new” Fluor Corporation and Fluor, subsequently renamed Massey Energy Company, which retained Fluor’s coal-related businesses conducted by A.T. Massey. Further discussion of the spin-off may be found in the notes to our consolidated financial statements, which are included herein. As New Fluor is the accounting successor to Fluor Corporation, Massey Energy’s equity structure was impacted as a result of the spin-off. We retained $300 million of 6.95% Senior Notes, $278.5 million of Fluor commercial paper, other equity contributions from Fluor, and assumed Fluor’s common stock equity structure. Therefore, the selected consolidated financial and operating data for years prior to 2001 are not necessarily indicative of our results of operations, financial position and cash flows in the future or had we operated as a separate independent company during the periods prior to November 30, 2000.

⁽²⁾ On July 2, 2003, we completed the refinancing of our then existing revolving credit facilities. A.T. Massey executed a $355 million secured financing package consisting of a $105 million revolving credit facility and a $250 million senior secured term loan.

⁽³⁾ For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of income from operations before income taxes plus fixed charges. “Fixed charges” consist of interest and debt expense, capitalized interest and a portion of rent expense we believe to be representative of interest. Earnings for the nine months ended September 30, 2003 and September 30, 2002, for the years ended December 31, 2002 and October 31, 2001 and for the two months ended December 31, 2001, were inadequate to cover fixed charges, with a deficiency of $30.7 million, $37.8 million, $57.9 million, $15.9 million and $23.5 million, respectively.

⁽⁴⁾ Represents proven and probable reserves at fiscal year end. Reserves are measured at fiscal year end only.

31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

You should read the following discussion and analysis together with our consolidated financial statements and related notes included in this prospectus.

Effective January 1, 2002, we changed our fiscal year end from October 31 to December 31 to enhance the financial community’s ability to analyze and compare our company to others within the coal industry. Certain amounts have been reclassified to conform with the 2003 presentation.

Results of Operations

Nine months ended September 30, 2003 compared with the nine months ended September 30, 2002.

For the nine months ended September 30, 2003, produced coal revenue decreased 6 percent to $939.0 million compared with $997.6 million for the nine months ended September 30, 2002. Two factors that impacted produced coal revenue for the first nine months of 2003 compared to the first nine months of 2002 were:

• The volume of produced tons sold decreased to 30.7 million tons compared to 31.7 million tons, with a reduction in metallurgical and industrial tons sold of 18 and 3 percent, respectively, offset by a 3 percent increase in utility tons sold; and

• The average per ton sales price for produced coal decreased from $31.47 to $30.57 per ton consisting of decreases of 3 and 9 percent in the prices for metallurgical and industrial coal, respectively.

The average per ton sales price decreased as some of the higher priced contracts signed in 2001 expired in 2002 and were replaced by lower priced contracts, and as a result of lower shipments of metallurgical and other higher quality coal in the first nine months of 2003 compared to the first nine months of 2002.

Freight and handling revenue decreased $15.1 million, or 19 percent, to $66.5 million for the first nine months of 2003 compared with $81.6 million for the first nine months of 2002, due to a decrease in tons sold over the comparable periods and less shipments to customers where we pay freight and handling costs.

Purchased coal revenue increased $0.9 million to $83.2 million for the first nine months of 2003 from $82.3 million for the first nine months of 2002, due to an increase in spot prices for coal. We purchase varying amounts of coal each quarter to supplement produced coal sales.

Other revenue, which consists of royalties, rentals, coal handling facility fees, gas well revenues, synfuel earnings, gains on the sale of non-strategic assets, contract buyout payments, and miscellaneous income, decreased to $51.8 million for the first nine months of 2003 from $58.0 million for the first nine months of 2002. The decrease was primarily due to a decrease in contract buyout payments from 2002, offset by increased earnings related to the operations of Appalachian Synfuel, LLC, in 2003.

Insurance settlement revenue consists of $21 million of proceeds received for the settlement of a property and business interruption claim, which, after adjusting for a previously booked receivable and claim settlement expenses, resulted in a gain of $17.7 million (pre-tax) for the nine months ended September 30, 2003.

Cost of produced coal revenue decreased approximately 4 percent to $834.3 million for the first nine months of 2003 from $869.8 million for the first nine months of 2002. Cost of produced coal revenue on a per ton of coal sold basis decreased slightly in the first nine months of 2003 compared with the first nine months of 2002 primarily as the result of a charge of $25.6 million (pre-tax) taken in the second quarter of 2002 related to an adverse jury verdict in the West Virginia Harman Mining Corporation action. Without this charge, the Cost of produced coal revenue on a per ton of coal sold basis increased in the first nine months of 2003 compared to the same period in 2002. We experienced lower productivity at our longwall mines during the first and third quarters of 2003, partially due to longwall moves during these periods. Overall costs continue to be negatively impacted by higher labor, benefits and insurance costs. Tons produced in the first nine months of 2003 were 30.9 million compared to 33.5 million in the first nine months of 2002.

Freight and handling costs decreased $15.1 million, or 19 percent, to $66.5 million for the first nine months of 2003 compared with $81.6 million for the first nine months of 2002, due to a decrease in tons sold over the comparable periods and less shipments to customers where we pay freight and handling costs.

32

Cost of purchased coal revenue decreased $0.4 million to $84.9 million for the first nine months of 2003 from $85.3 million for the first nine months of 2002, due to a slight decrease in purchased tons sold.

Depreciation, depletion and amortization decreased by 11 percent to $143.0 million in the first nine months of 2003 compared to $161.0 million for the first nine months of 2002. The decrease was primarily due to a $13.2 million (pre-tax) write-off of mine development costs at certain idled mines in the third quarter of 2002.

Selling, general and administrative expenses were $26.8 million for the first nine months of 2003 compared to $27.3 million for the first nine months of 2002.

Other expense, which consists of costs associated with the generation of Other revenue, such as costs to operate the coal handling facilities, gas wells, and other miscellaneous expenses, decreased $1.4 million from $8.9 million for the first nine months of 2002 to $7.5 million for the first nine months of 2003.

Interest expense increased to $29.9 million for the first nine months of 2003 compared with $26.4 million for the first nine months of 2002. The increase was primarily due to a higher weighted average interest rate on our variable rate borrowings of 4.62 percent at September 30, 2003 compared to 2.85 percent at September 30, 2002.

Income tax benefit was $15.1 million for the first nine months of 2003 compared with $15.8 million for the first nine months of 2002. The first quarter of 2002 included a refund for the settlement of a state tax dispute in the amount of $2.4 million, net of federal tax.

Cumulative effect of accounting change was a charge of $7.9 million, net of tax of $5.0 million for the first nine months of 2003 related to the adoption of Statement No. 143, as required, effective January 1, 2003. As a result of adoption Statement No. 143, we recognized a decrease in total reclamation liability of $13.1 million and a decrease in net deferred tax liability of $5.0 million. We capitalized asset retirement costs by increasing the carrying amount of the related long lived assets recorded in Property, plant and equipment, net of the associated accumulated depreciation, by $22.7 million. Additionally, we recognized a decrease in mining properties and mineral rights, net of accumulated depletion, of $48.7 million related to amounts recorded in previous asset purchase transactions from assumption of pre-acquisition reclamation liabilities. See Note 2 of the Notes to Unaudited Condensed Consolidated Financial Statements on page F-39 for further information.

Fiscal Year Ended December 31, 2002 Compared with Fiscal Year Ended October 31, 2001

Produced coal revenue for the year ended December 31, 2002, increased 10% to $1,318.9 million compared with $1,203.3 million for the year ended October 31, 2001. Two factors that impacted produced coal revenue for 2002 compared to 2001 were:

• the volume of produced tons sold decreased 4% to 42.1 million tons in 2002 from 43.7 million tons in 2001, attributable to a reduction in metallurgical and industrial tons sold of 18% and 13%, respectively; and

• the produced coal revenue per ton sold increased 14% to $31.30 per ton in 2002 from $27.51 per ton in 2001, consisting of 17%, 13%, and 14% increases to the prices for utility, metallurgical and industrial coal, respectively.

Realized prices for our produced tonnage sold in 2002 reflected the improvement seen in the market during 2001, as spot market prices of Central Appalachian coal increased to 20-year highs, and we were able to obtain sales commitments at relatively higher prices. However, during 2002 the soft economic environment, weak steel demand and the higher stockpiles built by the utilities due to the unusually mild weather that prevailed in the Eastern United States during the winter of 2001-2002 significantly reduced demand for all grades of coal.

Freight and handling revenue decreased 14% to $112.0 million in 2002 compared with $129.9 million in 2001.

Revenue from purchased coal sales increased $67.6 million, from $49.5 million in 2001 to $117.1 million in 2002. This increase was due to an increase in purchased tons sold, which grew by 2 million tons to 3.3 million in 2002 from 1.3 million in 2001. We purchase varying amounts of coal each year to supplement produced coal.

Other revenue, which consists of royalties, rentals, coal handling facility fees, gas well revenue, synfuel earnings, gains on the sale of non-strategic assets, contract buyout payments, and miscellaneous income, increased to $78.8 million for 2002 from $49.2 million for 2001. The increase was primarily due to 2002 contract buyout payments of $23.5 million from several customers, including $5.1

33

million from one large customer, as well as increased earnings related to the sale of an interest in, and the operation of, Appalachian Synfuel, LLC. The contract buyout payments in 2002 were a result of several customers negotiating settlement of above market price contracts for 2002 tonnage in lieu of accepting delivery.

Cost of produced coal revenue increased approximately 14% to $1,166.2 million for 2002 from $1,024.7 million for 2001. Cost of produced coal revenue on a per ton of coal sold basis increased by 18% in 2002 compared with 2001. This increase was partially due to a pre-tax charge taken in the second quarter of 2002 in the amount of $25.6 million related to an adverse jury verdict in the West Virginia Harman Mining Corporation lawsuit, as well as a fourth quarter charge of $10.6 million related to an arbitration award in a contract dispute. Additionally, the reduction in tons sold, poor productivity at our longwalls, as well as at some room and pillar and surface mining operations, and higher wage and benefit costs contributed to the increase. During 2001, in response to the market improvement, we increased staffing and benefits costs in order to increase production. However, due to the subsequent market weakness, we reduced total workforce during the first quarter of 2002 by approximately 7% and idled 15 continuous miner sections. Cost of produced coal revenue for 2001 includes pre-tax charges of $7.6 million related to the write-off of longwall panel development costs at the Jerry Fork longwall mine, $6.9 million related to the settlement with the State of West Virginia regarding Worker’s Compensation liabilities incurred by independent contractors, and $2.5 million related to an increase in reserves for a wrongful employee discharge suit. These costs in 2001 were partially offset by a $9.5 million pre-tax refund related to black lung excise taxes paid on coal export sales tonnage. Tons produced in 2002 were 43.9 million compared to 45.1 million in 2001.

Freight and handling costs decreased 14% to $112.0 million in 2002 compared with $129.9 million in 2001.

Costs of purchased coal revenue increased $72.5 million to $119.6 million in 2002 from $47.1 million in 2001. This was due to the 2 million ton increase in purchased tons sold to 3.3 million in 2002 from 1.3 million in 2001, as well as the higher cost per ton paid for the purchased coal.

Depreciation, depletion and amortization increased by approximately 15% to $207.7 million in 2002 compared to $181.3 million for 2001. The increase of $26.4 million was primarily due to a $13.2 million (pre-tax) write-off of mine development costs at certain idled mines in 2002, as well as increased capital expenditures made in recent years in an effort to increase production.

Selling, general and administrative expenses were $40.1 million for 2002 compared to $31.7 million for 2001. The increase was primarily attributable to increases in accruals related to long-term executive compensation programs and costs of legal services, offset by a reduction in bad debt reserves for a receivable from a large bankrupt customer, Wheeling-Pittsburgh Steel Corporation, which totaled $2.5 million (pre-tax) during the first quarter of 2002.

Other expenses, which consists of costs associated with the generation of other revenue, such as costs to operate the coal handling facilities, gas wells, and other miscellaneous expenses, increased $3.5 million to $11.2 million in 2002 from $7.7 million in 2001.

Interest income decreased to $4.5 million for 2002 compared with $8.8 million for 2001. This decrease was due to $3.2 million (pre-tax) of interest income in 2001 for interest due on the black lung excise tax refund.

Interest expense increased to $35.3 million for 2002 compared with $34.2 million for 2001. The higher interest expense was due to interest of $1.2 million (pre-tax) paid in the fourth quarter of 2002 on the judgment in the Virginia Harman Mining Corporation action after the dismissal of the appeal in the third quarter of 2002.

Income tax benefit was $24.9 million for 2002 compared with income tax benefit of $10.5 million for 2001. The 2002 benefit includes a refund for the settlement of a state tax dispute in the amount of $2.4 million, net of federal tax.

Fiscal Year Ended October 31, 2001 Compared with Fiscal Year Ended October 31, 2000

Produced coal revenue increased 11% to $1,203.3 million in 2001 as compared to $1,081.0 million for the previous year. Two factors that impacted produced coal revenue for 2001 compared to 2000 were:

• the volume of produced tons sold increased by 9% from 40.2 million tons in 2000 to 43.7 million tons in 2001. This increase consisted of a 17% increase in utility tons sold and a 19% increase in industrial tons sold, offset in part by a decrease of 8% in metallurgical tons sold; and

• the produced coal revenue per ton sold increased by 2% from $26.86 in 2000 to $27.51 in 2001.

34

The market for utility coal continued to improve during the fiscal year 2001 as spot market prices of Central Appalachian coal increased to 20-year highs. Unfortunately, most of our tonnage sold in 2001 was committed prior to the upturn in the market.

Freight and handling revenue decreased $1.4 million to $129.9 million in 2001 compared with $131.3 million in 2000.

Revenue from purchased coal sales increased 25% to $49.5 million in 2001 from $39.6 million in 2000, due to an increase in spot prices for coal, as purchased tons sold were 1.3 million in 2001 and 2000. We purchase varying amounts of coal each year to supplement produced coal.

Other revenue, which consists of royalties, rentals, miscellaneous income and gains on the sale of non-strategic assets, decreased 19% to $49.2 million for 2001 compared with $60.8 million for 2000. The decrease was primarily due to a decrease in income from dispositions of non-strategic mineral reserves, which generated $26.5 million in 2000 compared to $1.1 million in 2001. As part of our management of coal reserves, we regularly sell non-strategic reserves or exchange them for reserves located in more synergistic locations. In 2000, we sold certain non-strategic coal reserves (“Scarlet/Duncan Fork reserves”) with a net book value of $1.9 million. We received $32 million in consideration in the form of cash. A gain of $26.5 million was recognized in 2000, as $3.6 million was deferred due to a leaseback option of a portion of the reserves sold. In 1999, we sold certain non-strategic coal reserves (“Dials Branch reserves”) with a net book value of $1.8 million. We received consideration in the amount of $10.7 million. The consideration was comprised of a note receivable in the amount of $11.0 million for guaranteed deferred royalty payments through 2008, less $0.3 million of assumed liabilities. The Dials Branch reserves sale resulted in a gain of $8.9 million being recognized in 1999. We recognized an additional $1.3 million of gains in 1999 from several smaller asset sales.

Cost of produced coal revenue increased 23% to $1,024.7 million for 2001 from $833.9 million in 2000. This was partially due to the increase in tons sold. Cost of produced coal revenue on a per ton sold basis increased by 13% for the fiscal year 2001 compared with 2000. This increase in cost was related to both the direct cost of labor and the decreases in productivity resulting from a greater percentage of inexperienced miners. This was due, in part, to our efforts to increase production. In addition, heavy rains in southern West Virginia in July increased employee absenteeism and disrupted loading operations and rail service, slowing coal shipping.

Other operational problems impacted production and costs throughout the fiscal year. Operating difficulties and problematic geologic conditions were encountered at several longwall mines and during the expansion of our two large surface mines, where we experienced higher than expected overburden ratios in the first half of the year. The Ellis Eagle longwall mine experienced flooding that caused significant disruption to coal production during April and May. The flooding caused reduced shipments from both the Marfork and Goals preparation plants. Increases in operating costs related to the Martin County Coal slurry spill and the idling of the Martin County Coal preparation plant from October 11, 2000, to April 2, 2001, also negatively impacted cost of sales.

Cost of produced coal revenue for 2001 and 2000 includes credits of $9.5 million and $15.0 million, respectively, related to refunds of black lung excise taxes paid on coal export sales tonnage. Black lung excise taxes on exported coal were determined to be unconstitutional by a 1998 federal district court decision. During 2001, the Internal Revenue Service substantially completed its audit of our requested refund of black lung excise tax payments. Cost of produced coal revenue for 2001 also includes pre-tax charges of $7.6 million related to the write-off of longwall panel development costs at the Jerry Fork longwall mine, $6.9 million related to the settlement with the State of West Virginia regarding Worker’s Compensation liabilities incurred by independent contractors, and $2.5 million related to an increase in reserves for a wrongful employee discharge suit. These costs in 2001 were partially offset by a $4.1 million benefit arising from the settlement of insurance claims from the August 2000 Upper Cedar Grove longwall failure.

Freight and handling costs decreased $1.4 million to $129.9 million in 2001 compared with $131.3 million in 2000.

Costs of purchased coal revenue increased 21% to $47.1 million in 2001 from $38.9 million in 2000. This was due to the increase in spot prices for coal, as purchased tons sold were 1.3 million in 2001 and 2000. We purchase varying amounts of coal each year to supplement produced coal.

Depreciation, depletion and amortization increased to $181.3 million for 2001 from $171.3 million in 2000. The increase of $10 million was primarily due to the level of capital expenditures in recent years.

Selling, general and administrative expenses decreased 10% to $31.7 million for 2001 compared with $35.3 million for 2000. This was due in part to a $7.1 million bad debt expense in 2000 associated with the bankruptcy of a major steel industry customer as well as a reduction in accruals related to long-term executive compensation plans, partially offset by additions to the administrative workforce associated with running a stand-alone publicly traded company.

35

Other expenses, which consists of costs associated with the generation of other revenue, such as costs to operate the coal handling facilities, gas wells, and other miscellaneous expenses, increased $2.2 million to $7.7 million in 2001 from $5.5 million in 2000.

Interest income decreased to $8.8 million for 2001 compared to $25.7 million for 2000. This decrease was primarily due to the elimination of our loans with Fluor Corporation in connection with the spin-off transaction on November 30, 2000. Additionally, in the second quarter of 2001, $3.2 million was accrued for interest due on the black lung excise tax refund as noted above, while in the third fiscal quarter of 2000, $5.3 million was accrued for interest on the black lung excise tax refund.

Interest expense increased to $34.2 million for 2001. The increase was due to the addition of the 6.95% Senior Notes due 2007 and commercial paper borrowings subsequent to the spin-off.

Income tax benefit was $10.5 million for 2001 compared to an income tax expense of $43.3 million for 2000. This primarily reflects the loss before taxes for 2001 compared to income before taxes for 2000, as well as a depletion accounting income tax benefit of $4.5 million in 2001.

Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts. These estimates and assumptions are based on information available as of the date of the financial statements. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the quarterly period ended September 30, 2003 are not necessarily indicative of results that can be expected for the full year. The following critical accounting estimates and assumptions used in the preparation of the financial statements are materially impacted by estimates and assumptions:

Defined Benefit Pension

We have noncontributory defined benefit pension plans that cover substantially all of our administrative and non-union employees. Benefits are generally based on the employee’s years of service and compensation, or under a cash balance formula with contribution credits based on hours worked. Funding for the plan is generally at the minimum annual contribution level required by applicable regulations. We account for our defined benefit plans in accordance with Statement of Financial Accounting Standard No. 87, “Employer’s Accounting for Pensions” (“Statement No. 87”), which requires amounts recognized in the financial statements to be determined on an actuarial basis. The estimated cost and benefits of our non-contributory defined benefit pension plans are determined by independent actuaries, who, with our input, use various actuarial assumptions, including discount rate, future rate of increase in compensation levels and expected long-term rate of return on pension plan assets. The discount rate is determined each year at the measurement date. In estimating the discount rate, we look to rates of return on high-quality, fixed-income investments that receive one of the two highest ratings given by a recognized ratings agency. At December 31, 2002, the discount rate was determined to be 6.75% compared to the discount rate at October 31, 2001 of 7.25%. The rate of increase in compensation levels is determined based upon our long-term plans for such increases. The rate of increase in compensation levels was determined to be 4% at December 31, 2002, and October 31, 2001. Expected long-term rate of return on plan assets is based on long-term historical return information for the mix of investments that comprise plan assets and future estimates of long-term investment returns. The expected long-term rate of return on plan assets used to determine expense in each period was 9.0% and 9.5% for the years ended December 31, 2002 and October 31, 2001, respectively. The expected long-term rate of return on plan assets was determined to be 8.5% for calculation of 2003 expense. Significant changes to these rates introduce substantial volatility to our costs. The fair value of the defined benefit pension plan assets is an important factor in the determination of defined benefit pension expense. The fair value of plan assets at December 31, 2002 was $174 million compared to $196 million at October 31, 2001, a reduction of $22 million. As a result of the decrease in discount rate, the reduction in expected long-term rate of return on plan assets, and the decline in defined benefit pension plan assets during 2002, costs for the defined benefit pension plans were expected to increase in 2003 compared to 2002 related expense.

Based on the actual returns of plan assets, the fluctuation in the discount rate, other changes to the liability amount, and the level of contributions to the plans by us, if any, we may need to record a minimum pension liability in accordance with Statement No. 87 if the measurement of our liability is greater than the value of plan assets. If the measurement were made as of September 30, 2003, based on available information, we do not believe that a minimum pension liability would be required to be recorded. Any adjustment to the minimum pension liability would be included in other comprehensive loss as a direct charge to shareholders’ equity with no effect on net income.

36

Coal Workers’ Pneumoconiosis

We are responsible under the Federal Coal Mine Health and Safety Act of 1969, as amended, and various states’ statutes, for the payment of medical and disability benefits to eligible recipients resulting from occurrences of coal workers’ pneumoconiosis disease (black lung). After review and consultation with us, an annual evaluation is prepared by our independent actuaries based on assumptions regarding disability incidence, medical costs, mortality, death benefits, dependents and interest rates. We record expense related to this obligation using the service cost method. The discount rate is determined each year at the measurement date. At December 31, 2002, the discount rate was determined to be 6.75% compared to the discount rate at October 31, 2001 of 7.25%. Significant changes to these interest rates introduce substantial volatility to our costs. In January 2001, the U.S. Department of Labor amended the regulations implementing the federal black lung laws to give greater weight to the opinion of a claimant’s treating physician, expand the definition of black lung disease and limit the amount of medical evidence that can be submitted by claimants and respondents. The amendments also alter administrative procedures for the adjudication of claims, which according to the U.S. Department of Labor, results in streamlined procedures that are less formal, less adversarial and easier for participants to understand. These and other changes to the federal black lung regulations could result in changes in assumptions used in our actuarial determination of the liability, including interest, disability and mortality assumptions. These changes could potentially increase our exposure to black lung benefits liabilities.

Workers’ Compensation

Workers’ compensation is a system by which individuals who sustain physical or mental injuries due to their jobs are compensated for their disabilities, medical costs, and on some occasions, for the costs of their rehabilitation, and by which the survivors of workers who are killed receive compensation for lost financial support. The workers’ compensation laws are administered by state agencies with each state having its own set of rules and regulations regarding compensation that is owed to an employee that is injured in the course of employment. Our operations are covered by a combination of either a self-insurance program, as a participant in a state run program, or by an insurance policy. We accrue for the self-insured liability by recognizing cost when it is probable that the liability has been incurred and the cost can be reasonably estimated. To assist in the determination of this estimated liability we utilize the services of third party administrators. These third parties provide information to independent actuaries, who after review and consultation with us with regards to actuarial rate assumptions, including discount rate, prepare an evaluation of the self-insured program liabilities. Actual losses could differ from these estimates, which could increase our costs.

Other Post Employment Benefits

Our sponsored defined benefit health care plans provide retiree health benefits to eligible union and non-union retirees who have met certain age and service requirements. Depending on year of retirement, benefits may be subject to annual deductibles, coinsurance requirements, lifetime limits, and retiree contributions. These plans are not funded. Costs are paid as incurred by participants. The estimated cost and benefits of our retiree health care plans are determined by independent actuaries, who, with our input, use various actuarial assumptions, including discount rate, expected trend in health care costs and per capita costs. The discount rate is determined each year at the measurement date. The discount rate is an estimate of the current interest rate at which the other post employment benefit liabilities could be effectively settled at the measurement date. In estimating this rate, we look to rates of return on high-quality, fixed-income investments that receive one of the two highest ratings given by a recognized ratings agency. At December 31, 2002, the discount rate was determined to be 6.75% compared to the discount rate at October 31, 2001 of 7.25%. Significant changes to these interest rates introduce substantial volatility to our costs. At December 31, 2002 our assumptions of our company health care cost trend were projected at an annual rate of 11.0% ranging down to 5.0% by 2009, and remaining level thereafter, compared to the health care cost trend rate of 8.0% ranging down to 5.0% by 2007 used at December 31, 2001. If the actual increase in the cost of medical services or other post retirements benefits are significantly greater or less than the projected trend rates, the cost assumptions would need to be adjusted which could have a significant effect on the costs and liabilities recognized in the financial statements. As a result of the reduction in discount rate discussed above and the increase in health care cost trend rate, absent any plan changes, costs for the retiree health benefits plans have increased in 2003 compared to 2002 related expense.

Reclamation and Mine Closure Obligations

The Surface Mining Control and Reclamation Act establishes operational, reclamation and closure standards for all aspects of surface mining as well as most aspects of deep mining. Estimates of our total reclamation and mine-closing liabilities are based upon permit requirements and our engineering expertise related to these requirements. The estimate of ultimate reclamation liability is reviewed periodically by our management and engineers. The estimated liability can change significantly if actual costs vary from assumptions or if governmental regulations change significantly. We adopted Statement of Financial Accounting Standard No. 143, “Accounting

37

for Asset Retirement Obligations” (“Statement No. 143”) effective January 1, 2003. Statement No. 143 requires that retirement obligations be recorded as a liability based on fair value, which is calculated as the present value of the estimated future cash flows. In estimating future cash flows, we considered the estimated current cost of reclamation and applied inflation rates and a third party profit, as necessary. The third-party profit is an estimate of the approximate markup that would be charged by contractors for work performed on behalf of our company. The resulting estimated liability could change significantly if actual amounts change significantly from our assumptions.

Contingencies

We are the subject of, or a party to, various suits and pending or threatened litigation involving governmental agencies or private interests. We have accrued the probable and reasonably estimable costs for the resolution of these claims based upon management’s best estimate of potential results, assuming a combination of litigation and settlement strategies. Unless otherwise noted, management does not believe that the outcome or timing of current legal or environmental matters will have a material impact to its results of operations, financial position or cash flows. Also, our operations are affected by federal, state and local laws and regulations regarding environmental matters and other aspects of our business. The impact, if any, of pending legislation or regulatory developments on future operations is not currently estimable.

Deferred Taxes

We account for income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“Statement No. 109”) which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Statement No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. At December 31, 2002, we had deferred tax liabilities in excess of deferred tax assets of approximately $231 million. The deferred tax assets are evaluated annually to determine if a valuation allowance is necessary. As of December 31, 2002, we had recorded a valuation allowance of approximately $86 million, primarily related to alternative minimum tax credits. At December 31, 2002, we believe that it is more likely than not that the net balance of deferred tax assets will be realized.

Coal Reserve Values

There are numerous uncertainties inherent in estimating quantities and values of economically recoverable coal reserves. Many of these uncertainties are beyond our control. As a result, estimates of economically recoverable coal reserves are by their nature uncertain. Information about our reserves consists of estimates based on engineering, economic and geological data assembled and analyzed by our staff. Some of the factors and assumptions that impact economically recoverable reserve estimates include:

• geological conditions;

• historical production from the area compared with production from other producing areas;

• the assumed effects of regulations and taxes by governmental agencies;

• assumptions governing future prices; and

• future operating costs.

Each of these factors may in fact vary considerably from the assumptions used in estimating reserves. For these reasons, estimates of the economically recoverable quantities of coal attributable to a particular group of properties, and classifications of these reserves based on risk of recovery and estimates of future net cash flows, may vary substantially. Actual production, revenues and expenditures with respect to reserves will likely vary from estimates, and these variances may be material.

Capitalized Development Costs

Development costs applicable to the opening of new coal mines and certain mine expansion projects are capitalized and reported in property, plant and equipment. Pursuant to Statement of Financial Accounting Standard No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“Statement No. 144”), the continuing economic viability of capitalized development costs are

38

assessed when the indicators of impairment exist. This assessment includes a consideration of the future operating cashflows as measured using various potential operating plans and market assumptions of future coal demand and prices.

Liquidity and Capital Resources

As of September 30, 2003, our available liquidity was $178.4 million, including cash and cash equivalents of $49.5 million, $58.2 million availability under our accounts receivable financing program, and $70.7 million availability under our $105 million revolving credit facility, net of $34.3 million of letters of credit outstanding. The total debt-to-book capitalization ratio was 46.1 percent at September 30, 2003. We were in compliance with all material covenants at September 30, 2003 relating to our outstanding indebtedness and during all other periods reflected herein, other than at December 31, 2001 when we were not in compliance with the covenant related to leverage ratio, but for which we subsequently obtained an amendment from our lenders effective March 29, 2002. Late in the fourth quarter of 2003 we received a financial covenant waiver effective as of September 30, 2003 and through January 30, 2004 from the lender under our then existing accounts receivable financing program. There were no outstanding borrowings under this program at September 30, 2003 or at any time since that date. Throughout this period we were actively involved in negotiations to replace this program with an asset based revolving credit facility. As discussed below, this program was terminated on January 20, 2004 when we entered into this $130 million asset based revolving credit facility. The waiver as of September 30, 2003 resulted from a complex requirement in the program agreement that we comply with financial covenants from our prior November 2002 credit facilities (which financial covenants were not consistent with our financial position following our refinancing activities in 2003) after our July 2003 credit facilities had been cancelled in connection with our issuance of $360 million of 6.625% secured senior notes on November 10, 2003.

We had $664.4 million of total debt as of September 30, 2003, which consisted of $283.0 million of 6.95% Senior Notes due March 1, 2007, $132.0 million of Convertible Notes due May 15, 2023, and $249.4 million outstanding on its secured term loan, of which $2.5 million is classified as short-term debt. As of December 31, 2002, we had $550.0 million of total debt, which consisted of $286.0 million of our 6.95% Senior Notes, classified as long-term debt, and $264.0 million of short-term borrowings under our revolving credit facilities.

On July 2, 2003, we completed the refinancing of our then existing revolving credit facilities. A.T. Massey executed a $355 million secured financing package consisting of a $105 million revolving credit facility and a $250 million senior secured term loan (see Note 6 in the Notes to the Unaudited Condensed Consolidated Financial Statements on page F-41 for further discussion of the refinancing). On November 10, 2003, we issued $360 million of 6.625% unsecured senior notes due November 15, 2010. Part of the proceeds of this issuance was used to permanently repay the $249.4 million outstanding under our $250 million secured term loan and cancel our $105 million revolving credit facility, effectively terminating the $355 million secured credit facility (see Note 11 in the Notes to the Unaudited Condensed Consolidated Financial Statements on page F-47 for further discussion of the 6.625% Senior Notes issuance).

On January 31, 2003, we entered into a borrowing program secured by our accounts receivable. The amount available to be borrowed under the program was up to $80 million, depending on the level of eligible receivables and restrictions on concentrations of receivables. At September 30, 2003, there were no borrowings outstanding under the program. The program was terminated on January 20, 2004, and replaced by our $130 million asset based revolving credit facility which we entered into on January 20, 2004.

On May 29, 2003, we issued $132.0 million of Convertible Notes in a private placement. We subsequently filed a Registration Statement on Form S-3 with the SEC to register the Convertible Notes. The Convertible Notes are unsecured obligations ranking equally with all of our other unsecured senior indebtedness. The Convertible Notes will mature on May 15, 2023, however we may redeem some or all of the Convertible Notes at any time on or after May 20, 2009 (see Note 6 in the Notes to the Unaudited Condensed Consolidated Financial Statements on page F-41 for further discussion on the Convertible Notes).

Net cash provided by operating activities was $9.4 million for the first nine months of 2003 compared to $120.3 million for the first nine months of 2002. Cash provided by operating activities reflects net losses adjusted for non-cash charges and changes in working capital requirements. The decrease of $110.9 million in net cash provided by operating activities for the first nine months of 2003 compared with the first nine months of 2002 is due to an increase in the amount of restricted funds pledged as collateral to support outstanding letters of credit and other obligations of $73.7 million and other working capital requirements.

Net cash utilized by investing activities was $77.2 million and $115.1 million for the first nine months of 2003 and 2002, respectively. The cash used in investing activities reflects capital expenditures in the amount of $85.9 million and $122.0 million for the first nine months of 2003 and 2002, respectively. These capital expenditures are for replacement of mining equipment, the expansion of mining and shipping capacity, and projects to improve the efficiency of mining operations. In addition to the cash spent on capital

39

expenditures, during the first nine months of 2003, we leased, through operating leases, $6.4 million of mining equipment compared to $10.6 million for the first nine months of 2002. Additionally, the first nine months of 2003 and 2002 included $8.7 million and $6.9 million, respectively, of proceeds provided by the sale of assets.

Financing activities primarily reflect changes in short term and long term financing for the first nine months of 2003 and 2002, as well as the exercising of stock options and payment of dividends. Net cash provided by financing activities was $114.5 million and $4.8 million for the first nine months of 2003 and 2002, respectively. In addition, net cash provided by financing activities for 2003 includes $128.0 million for the issuance of the Convertible Notes, $244.1 million in proceeds from the secured term loan, and $18.0 million of proceeds from sale-leaseback transactions, offset by the repayment of $264.0 million outstanding under the prior revolving credit facilities.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to certain off-balance sheet arrangements including guarantees, indemnifications, and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds. Liabilities related to these arrangements are not reflected in our consolidated balance sheets, and we do not expect any material adverse effects on our financial condition, results of operations or cash flows to result from these off-balance sheet arrangements.

We use surety bonds to secure reclamation, workers’ compensation, wage payments, and other miscellaneous obligations. As of September 30, 2003, we had $266.9 million of outstanding surety bonds with third parties. These bonds were in place to secure obligations as follows: post-mining reclamation bonds of $238.8 million, workers’ compensation bonds of $10.0 million, wage payment and collection bonds of $8.9 million, and other miscellaneous obligation bonds of $9.2 million. Recently, surety bond costs have increased, while the market terms of surety bonds have generally become less favorable. To the extent that surety bonds become unavailable, we will seek to secure obligations with letters of credit, cash deposits, or other suitable forms of collateral. As of September 30, 2003, we had secured $34.3 million of surety obligations with letters of credit issued under our revolving credit facility letter of credit sublimit.

From time to time we use bank letters of credit to secure our obligations for worker’s compensation programs, various insurance contracts and other obligations. Issuing banks currently require that such letters of credit be secured by funds deposited into restricted accounts pledged to the banks under reimbursement agreements. At September 30, 2003, we had $135.7 million of letters of credit outstanding (including the $34.3 million noted above that secure surety obligations), collateralized by $105.0 million of cash deposited in restricted, interest bearing accounts, and no claims were outstanding against those letters of credit.

We believe that cash generated from operations and our borrowing capacity will be sufficient to meet our working capital requirements, anticipated capital expenditures (other than major acquisitions), scheduled debt payments and anticipated dividend payments for at least the next several years. Nevertheless, our ability to satisfy our debt service obligations, to fund planned capital expenditures or pay dividends will depend upon our future operating performance and other factors, which will be affected by prevailing economic conditions in the coal industry and financial, business and other factors, some of which are beyond our control. We frequently evaluate potential acquisitions. In the past, we have funded acquisitions primarily with cash generated from operations, but we may consider a variety of other sources, depending on the size of any transaction, including debt or equity financing. There can be no assurance that such additional capital resources will be available to us on terms which we find acceptable, or at all.

The following is a summary of our significant obligations as of September 30, 2003 after giving effect to the issuance of the 6.625% Senior Notes:

	Payments Due by Years
(in thousands)	Total		Within 1 Year		2 – 3 Years		4 – 5 Years		After 5 Years
Total debt	$	775,000	$	—	$	—	$	283,000	$	492,000
Operating lease obligations	$	188,624	$	65,586	$	104,888	$	16,595	$	1,555
Total obligations	$	963,624	$	65,586	$	104,888	$	299,595	$	493,555

40

Additionally, we have noncurrent liabilities relating to other post-employment benefits, work related injuries and illnesses, and mine reclamation and closure. As of December 31, 2002, payments related to these items are estimated to be:

(in thousands)	Payments Due by Years
Within 1 Year	2-3 Years	4-5 Years
$32,903	$65,463	$59,031

Our determination of these noncurrent liabilities is calculated annually and is based on several assumptions, including then prevailing conditions, which may change from year to year. In any year, if our assumptions are inaccurate, we could be required to expend greater amounts than anticipated. Moreover, in particular, for periods after 2002, our estimates may change from the amounts included in the table, and may change significantly, if our assumptions change to reflect changing conditions.

Inflation

Inflation in the United States has been relatively low in recent years and did not have a material impact on our results of operations for the periods presented.

New Accounting Standards

In August 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 143, “Accounting for Asset Retirement Obligations” (“Statement No. 143”). The standard requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred. When the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the amount of cash paid, a gain or loss upon settlement is incurred. This statement is effective for fiscal years beginning after June 15, 2002 and transition is by cumulative catch-up adjustment. We have adopted Statement No. 143 on January 1, 2003 and the adoption changed our accounting for reclamation. (Please see Note 2 to the Unaudited Condensed Consolidated Financial Statements on page F-39 for further information.)

In April 2002, the FASB issued Statement of Financial Accounting Standard No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“Statement No. 145”), which is effective for fiscal years beginning after May 2002. The standard requires that gains or losses on debt extinguishment, previously reported as extraordinary items, be presented as a component of results from continuing operations unless the extinguishment meets the criteria for classification as an extraordinary item in Accounting Principles Board Opinion No. 30. During the fourth quarter of 2002, we purchased in open market transactions, an aggregate of $14.0 million of our 6.95% Senior Notes at an aggregate purchase price of $10.7 million. We chose early adoption of Statement No. 145, and accordingly, recorded a gain on the transactions in Senior notes repurchase income, a component of Total revenue.

In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors’ Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN45”). This Interpretation describes the disclosure requirements of a guarantor’s issuance of certain guarantees, and clarifies that a guarantor is required to recognize a liability, at the date of issuance, for the fair value of the obligation assumed in issuing the guarantee. The disclosure requirements of FIN 45 are effective for us for the year ended December 31, 2002, and the initial recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of FIN 45 did not have a material effect on our financial position, results of operations, or liquidity.

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (“Statement No. 148”). Statement No. 148 amends the disclosure requirements of Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation” and provides alternative methods for accounting for stock-based compensation. We adopted the disclosure requirements as of the year ended December 31, 2002. We continue to account for stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations.

41

In January 2003, the Financial Accounting Standards Board (the “FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), to expand and strengthen existing accounting guidance that addresses when a company should include in its consolidated financial statements the assets, liabilities and activities of another entity. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities, is entitled to receive a majority of the variable interest entity’s residual returns, or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate, but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003, or for the first interim period ending after December 15, 2003 for variable interest entities in which a company holds a variable interest acquired before February 1, 2003. We do not expect FIN 46 to have a material impact on our financial position, results of operations or liquidity.

On July 1, 2003, we adopted SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“Statement No. 149”), which amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133. The amendment reflects decisions made by the FASB and the Derivatives Implementation Group process in connection with issues raised about the application of SFAS No. 133. The adoption of Statement No. 149 did not have a material impact on our financial position, results of operations or liquidity.

On July 1, 2003, we adopted the provision of SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“Statement No. 150”), which requires an issuer to classify and measure certain freestanding financial instruments with characteristics of both liabilities and equity as a liability if that financial instrument embodies an obligation requiring the issuer to redeem the financial instrument by transferring its assets. The adoption of this provision of Statement No. 150 did not have a material impact on our financial position, results of operations or liquidity. Additionally, Statement No. 150 contains a provision, which impacts the accounting for minority interests in limited life subsidiaries and requires that those interests be measured at settlement value. The effective date of this provision of Statement No. 150 has been deferred for an indefinite period. We do not expect the application of this provision of Statement No. 150 to have a material impact on our financial position, results of operations or liquidity.

Market Risk

Our interest expense is sensitive to changes in the general level of interest rates in the United States. As of September 30, 2003, after giving effect to the issuance of the 6.625% Senior Notes, we had outstanding $775.0 million aggregate principal amount of long-term debt under fixed-rate instruments; however, our primary exposure to market risk for changes in interest rates relates to our interest rate swap entered into on November 10, 2003, covering a notional amount of debt of $240 million. Based on the notional amount outstanding of $240 million, a 100 basis point increase in the average issuance rate for our borrowings would increase our annual interest expense by approximately $2.4 million.

We manage our commodity price risk through the use of long-term coal supply agreements, which we define as contracts with a term of one year or more, rather than through the use of derivative instruments. We believe that the percentage of our sales pursuant to long-term contracts was approximately 95% for our fiscal year ended December 31, 2003. The prices for coal shipped under long-term contracts may be below the current market price for similar types of coal at any given time. As a consequence of the substantial volume of our sales, which are subject to these long-term agreements, we have less coal available with which to capitalize on stronger coal prices if and when they arise. In addition, because long-term contracts typically allow the customer to elect volume flexibility, our ability to realize the higher prices that may be available in the spot market may be restricted when customers elect to purchase higher volumes under such contracts, or our exposure to market-based pricing may be increased should customers elect to purchase fewer tons.

Almost all of our transactions are denominated in U.S. dollars, and, as a result, we do not have material exposure to currency exchange-rate risks.

As of September 30, 2003, we have not engaged in any foreign currency exchange rate or commodity price-hedging transactions.

42

COAL INDUSTRY OVERVIEW

A major contributor to the world energy supply, coal represents approximately 23% of the world’s primary energy consumption, according to the World Coal Institute. The primary use for coal is to fuel electric power generation. In calendar year 2002, it is estimated that coal generated 51% of the electricity produced in the United States, according to the Energy Information Administration, a statistical agency of the U.S. Department of Energy.

The United States is the second largest coal producer in the world, exceeded only by China. Other leading coal producers include India, South Africa and Australia. The United States is the largest holder of coal reserves in the world, with over 250 years of supply at current production rates. U.S. coal reserves are more plentiful than oil or natural gas, with coal representing approximately 70% of the nation’s fossil fuel reserves, according to Energy Ventures Analysis. Total coal reserves are estimated by comparing the total probable heat value (British thermal units (“Btus”) per pound) of the demonstrated coal reserve tonnage reported by the Department of Energy to the heat value of other fossil fuel energy resources reported by the Department of Energy.

U.S. coal production has more than doubled during the last 30 years. In 2002, total coal production as estimated by the U.S. Department of Energy, or the “DOE,” was 1.1 billion tons. The primary producing regions were the Powder River Basin (38%), Central Appalachia (23%), Midwest (14%), Northern Appalachia (12%), West (other than the Powder River Basin) (12%) and other (1%). All of our coal production comes from the Central Appalachian region. Approximately 66% of U.S. coal is produced by surface mining methods. The remaining 34% is produced by underground mining methods that include room and pillar mining and longwall mining discussed under “Business—Mining Methods” below.

Coal is used in the United States by utilities to generate electricity, by steel companies to make products with blast furnaces, and by a variety of industrial users to heat and power foundries, cement plants, paper mills, chemical plants and other manufacturing and processing facilities. Significant quantities of coal are also exported from both east and west coast terminals. The breakdown of 2002 U.S. coal demand, as estimated by Resource Data International, Inc., or “RDI,” is as follows:

End Use	Tons (millions)	% of Total
Electrical generation	982	86	%
Industrial users	66	6	%
Exports	64	6	%
Steel making	27	2	%
Residential & commercial	5	—
Total	1,144	100	%

Coal has long been favored as an electricity generating fuel by regulated utilities because of its basic economic advantage. The largest cost component in electricity generation is fuel. This fuel cost is typically lower for coal than competing fuels such as oil and natural gas on a Btu-comparable basis. RDI has recently estimated the average total production costs of electricity, using coal and competing generation alternatives in 2002 as follows:

Electrical Generation Type	Cost per million Kilowatt Hours
Oil	$	5.133
Natural Gas	$	4.221
Coal	$	1.895
Nuclear	$	1.816
Other (solar, wind, etc.)	$	1.115
Hydroelectric	$	0.580

According to RDI, 15 of the 25 lowest operating cost power plants in the United States during 2001 were fueled by coal. Coal used as fuel to generate electricity is commonly referred to as “steam coal.”

43

There are factors other than fuel cost that influence each utility’s choice of electricity generation mode, including facility construction cost, access to fuel transportation infrastructure, environmental restrictions, and other factors. The breakdown of U.S. electricity generation by fuel source in 2002, as estimated by the Energy Information Administration, is as follows:

Electricity Generation Source	% of Total Electricity Generation
Coal	51	%
Nuclear	21	%
Natural Gas	17	%
Hydro	6	%
Oil	3	%
Other	2	%
Total	100	%

RDI projects that generators of electricity will increase their demand for coal as demand for electricity increases. Because coal-fired generation is used in most cases to meet base load requirements, coal consumption has generally grown at the pace of electricity demand growth. Demand for electricity has historically grown in proportion to U.S. economic growth.

The United States ranks fifth among worldwide exporters of coal. Australia is the largest exporter, with other major exporters including South Africa, Indonesia, Canada, China, Russia and Colombia. U.S. exports have decreased by over 46% since 1991 as a result of increased international competition and the U.S. dollar’s strength in comparison to foreign currencies. According to the Department of Energy, the usage breakdown for 2000 U.S. exports of 59 million tons was 44% for electricity generation and 56% for steel making. U.S. coal exports were shipped to more than 40 countries. The largest purchaser of exported steam coal was Canada, which took 15 million tons or 58% of total steam coal exports. The largest purchaser of exported metallurgical coal was Europe, which represented 20 million tons or 61% of total metallurgical coal exports. Depending on the relative strength of the U.S. dollar versus currencies in other coal producing regions of the world, we may export more or less coal into foreign countries as we compete on price with other foreign coal producing sources. Additionally, the domestic coal market may be impacted due to the relative strength of the U.S. dollar to other currencies, as foreign sources could be cost advantaged based on a coal producing region’s relative currency position.

The type of coal used in steel making is referred to as metallurgical coal, and is distinguished by special quality characteristics that include high carbon content, low expansion pressure, low sulfur content, and various other chemical attributes. Metallurgical coal is also high in heat content (as measured in Btus), and therefore is desirable to utilities as fuel for electricity generation. Consequently, metallurgical coal producers have the ongoing opportunity to select the market that provides maximum revenue. The premium price offered by steel makers for the metallurgical quality attributes is typically higher than the price offered by utility coal buyers that value only the heat content. The primary concentration of U.S. metallurgical coal reserves is located in the Central Appalachian region. RDI estimates that the Central Appalachian region supplied 88% of domestic metallurgical coal and 96% of U.S. exported metallurgical coal during 2002.

Industrial users of coal typically purchase high Btu products with the same type of quality focus as utility coal buyers. The primary goal is to maximize heat content, with other specifications like ash content, sulfur content, and size varying considerably among different customers. Because most industrial coal consumers use considerably less tonnage than electric generating stations, they typically prefer to purchase coal that is screened and sized to specifications that streamline coal handling processes. Due to the more stringent size and quality specifications, industrial customers often pay a 10% to 15% premium above utility coal pricing (on comparable quality). The largest regional supplier to the industrial market sector has historically been Central Appalachia, which supplied approximately 35% of all U.S. industrial coal demand in 2002.

Coal shipped for North American consumption is typically sold at the mine loading facility with transportation costs being borne by the purchaser. Offshore export shipments are normally sold at the ship-loading terminal, with the purchaser paying the ocean freight. According to the National Mining Association, approximately two-thirds of U.S. coal production is shipped via railroads. Final delivery to consumers often involves more than one transportation mode. A significant portion of U.S. production is delivered to customers via barges on the inland waterway system and ships loaded at Great Lakes ports.

Neither we nor any of our subsidiaries is affiliated with or has any investment in the World Coal Institute, RDI, the Energy Information Administration or Energy Ventures Analysis.

44

BUSINESS

We are one of the largest coal companies in the United States and the largest in the Central Appalachian coal region. We produce, process and sell high Btu, low sulfur coal of steam and metallurgical grades through our 19 processing and shipping centers, called “resource groups.” These resource groups support our 27 underground mines and 14 surface mines in West Virginia, Kentucky and Virginia. The number of mines may vary from time to time depending upon demand for, price of and exhaustion of economically recoverable reserves. Based on current production levels, our approximately 2.2 billion tons of proven and probable coal reserves should last for more than 50 years. Steam coal, which accounted for approximately 67% of our produced coal sales volume during the twelve months ended December 31, 2003, is primarily purchased by public utilities as fuel for electricity generation. During the twelve months ended December 31, 2003, approximately 10% of our produced coal sales volume was generated by sales to industrial customers that use coal with certain quality characteristics for generation of electricity or for process steam. Metallurgical coal, which accounted for approximately 23% of our produced coal sales volume during the twelve months ended December 31, 2003, is used primarily to make coke for use in the manufacturing of steel and can also be marketed as an ultra high quality, low sulfur steam coal for electricity generation. Metallurgical coal generally sells at a premium over steam coal because of its unique quality characteristics. During the twelve month period ended December 31, 2003, we sold 41.0 million tons of coal generating produced coal revenues of $1,262.1 million. We have a relatively reliable and stable revenue base. As of January 29, 2004 we had sales commitments in place for approximately 45 million and 38 million tons of coal for fiscal years 2004 and 2005, respectively.

Competitive Strengths

We believe that our competitive strengths will enable us to enhance our position as one of the premier coal producers in the United States.

We are the leading coal producer in Central Appalachia, the largest U.S. coal producing region by revenues. We are the leading coal producer in the Central Appalachian region with a proven reputation as a skilled, long-term operator. In 2002, our produced coal sales volume market share in Central Appalachia was more than 60% greater than the next closest competitor in the region. Our leading position in Central Appalachia is an advantage with customers, who look for a reliable supplier, and with property owners, who seek to lease their land to operators likely to develop production from the reserves and generate royalty income. We believe that we benefit from concentrating our coal mining activities in Central Appalachia. The Central Appalachian region produces a high Btu, low sulfur coal. In 2002, the region accounted for approximately 40% of U.S. coal revenues and 27% of the estimated Btu coal production in the United States This regional focus leads to operating efficiencies and provides us with an in-depth knowledge of the area’s coal reserves, mining conditions, customers, property owners and employee base. In addition, our mining operations are located in close proximity to many of our customers and on or near rail transportation, which we believe gives us a transportation cost advantage.

We have a large, high quality, diverse reserve base. We control approximately 2.2 billion tons of proven and probable coal reserves, which we estimate to be approximately 30% of the total coal reserves in the Central Appalachia region, with the next closest competitor controlling an estimated 800 million tons of reserves. Our reserves include both high quality, low sulfur steam coal desired by public utility and industrial customers, and metallurgical coal demanded by steel manufacturers. We are the largest U.S. producer of premium metallurgical coal which we sell to steel producers domestically and overseas. Metallurgical coal sales to steel customers have always been an important niche for us, but this coal can also be marketed as ultra high quality, low sulfur steam coal for electrical generation. Our diverse reserve base and flexible product line allows us to adjust to changing market conditions and sustain high sales volume by supplying a wide range of customers. Approximately 1.5 billion tons of our proven and probable coal reserves contain less than 1% sulfur coal, of which approximately 1.0 billion tons contain compliance coal that meets the sulfur emission standards of the Clean Air Act. Compliance coal is critically important to utility customers seeking to reduce emissions and lower their costs of compliance with the Clean Air Act. Our reserve base should last more than 50 years based on current production levels.

We have a low level of employee-related long-term liabilities. We had pension trust assets with a fair market value of $174 million at December 31, 2002, which were in excess of plan liabilities of $169 million despite three years of poor market returns. We have not had to fund our defined benefit pension plan and do not expect to do so under the current law until 2006 at the earliest. Our retiree healthcare benefit liability (OPEB) of $121 million at December 31, 2002 was significantly lower than that of our coal industry peers. Our employee related legacy liabilities are significantly lower than those of our coal industry peers, partially due to our minimal union membership (96% of our workforce is union-free).

We have strong, long-term relationships with a broad base of customers. We have strong relationships with a broad base of over 125 customers. The majority of these customers purchase coal under long-term contracts with terms of one year or longer. Approximately

45

94% of our produced coal sales volume in 2002 was derived from these long-term contracts. We believe that the percentage of our sales pursuant to long-term contracts was approximately 95% in 2003. We believe these contracts provide us with stable and predictable cash flow and limit our exposure to fluctuations in the spot market prices for coal. Many of our customers are well-established public utilities who have been customers of ours for a number of years. In addition, our geographic closeness to our customers relative to competitors who produce coal in the western regions of the United States provides us with an advantage in terms of freight and delivery time.

We have built a superior infrastructure and transportation system. Since 1998, we have expended over $1.0 billion to maintain, upgrade and expand our mining, processing and transporting capabilities. These projects include investments in new mining equipment, expansion of processing plant capacity and development of systems to reduce our reliance on trucking, the most expensive transportation method, including the construction of conveyor belt systems and investments in our train loading facilities. We believe these capital investments provide us with the necessary infrastructure to expand our production capacity with little or no additional investment to meet increases in demand for coal.

We have demonstrated our ability to grow our coal reserves and production through acquisitions and other strategic transactions. We have grown our reserve base and production capacity through the strategic acquisition and integration of several coal operations as well as through reserve swaps and coal leases. Our reserve base has grown from approximately 720 million tons in 1987 to approximately 2.2 billion tons today, and our annual production has grown from approximately 12 million tons to approximately 44 million tons during the same period. We have utilized a disciplined acquisition strategy that has helped us to avoid the difficulties often associated with the integration of acquisitions. We make selective purchases of mines and reserves that are close to our existing operations. This allows us to use our existing infrastructure as new operations are developed.

Our management team has significant experience in the coal industry. Our senior executive officers have an average of 16 years of experience on the coal industry and an average of 14 years of experience with us.

Strategy

Our primary objective is to continue to build upon our competitive strengths to enhance our position as one of the premier coal producers in the United States by:

Enhancing profitability through continued safety improvements, productivity gains and cost measurement. We will seek to reduce operating costs and increase profitability at our mines through our safety, productivity and measurement initiatives. We continue to implement safety measures designed to improve our profitability by lowering worker compensation costs and reducing job inefficiencies. In addition, we seek to enhance productivity by applying best practices, including optimizing mining sequences, staffing levels and equipment configuration, at each of our operations. We also manage costs by generating critical data in a timely manner to measure performance, cost and usage in our mining operations and communicating that data to managers who can identify and correct problems.

Adjusting production in response to changes in market conditions. We are committed to a strategy of aligning our production with the needs of the market. The capital investments we have made during the past five years position us to quickly expand production to meet increases in demand for coal. Our goal is to maximize profits not volume; therefore, our strategy is to only sell our coal at prices that generate the appropriate level of profitability.

Expanding use of more productive mining methods. Currently, we engage in four principal coal mining techniques: underground “room and pillar” mining, underground longwall mining, highwall mining and surface mining. Each method is employed where appropriate throughout our operations. Because underground longwall mining, highwall mining and surface mining are high-productivity, low-cost mining methods, we will seek to increase production from our use of those methods to the extent permissible and cost-effective. From 1996 to 2002, underground longwall mining increased from 5% to 16% of our production, highwall mining increased from 0% to 10% of our production and surface mining increased from 14% to 35% of our production.

Pursuing strategic acquisitions. We believe that the coal industry will undergo increasing consolidation over the coming years. We plan to build on our position as the largest producer in Central Appalachia by pursuing growth in a disciplined manner through the acquisition of additional coal reserves and mining facilities. Our acquisition strategy has been highly selective. We intend to continue to expand our business through this focused growth strategy, as well as consider other possible growth opportunities in future years. We believe there are synergistic expansion opportunities in the region to further strengthen our base.

46

Forming strategic contractual arrangements with major customers. We will continue to seek contractual arrangements with customers to provide services in addition to coal. For example, we have coal handling facility agreements with two customers. We will continue to work closely with our customers to develop opportunities for contractual arrangements in order to benefit both our customers and us. These initiatives strengthen our relationships with our customers and provide opportunities to increase sales.

Mining Operations

We currently have 19 distinct resource groups, including 14 in West Virginia, four in Kentucky and one in Virginia. These resource groups receive, blend, process and ship coal that is produced from one or more mines, using four distinct mining methods: underground room and pillar, underground longwall, highwall mining and surface mining. A single complex may handle the coal production of as many as eight distinct underground or surface mines. Within each resource group, mines have been developed at strategic locations in close proximity to our preparation plants and rail shipping facilities. Coal is transported from our resource groups to customers by means of railroad cars or trucks.

Mining Methods

We produce coal using four distinct mining methods: underground room and pillar, underground longwall, surface and highwall mining, which are explained as follows:

In the underground room and pillar method of mining, continuous mining machines cut three to nine entries into the coal bed and connect them by driving crosscuts, leaving a series of rectangular pillars, or columns of coal, to help support the mine roof and control the flow of air. Generally, openings are driven 20 feet wide and the pillars are 40 to 100 feet wide. As mining advances, a grid-like pattern of entries and pillars is formed. When mining advances to the end of a panel, retreat mining may begin. In retreat mining, as much coal as is feasible is mined from the pillars that were created in advancing the panel, allowing the roof to cave. When retreat mining is completed to the mouth of the panel, the mined panel is abandoned.

In longwall mining, a shearer (cutting head) moves back and forth across a panel of coal typically about 1000 feet in width, cutting a slice 3.5 feet deep. The cut coal falls onto a flexible conveyor for removal. Longwall mining is performed under hydraulic roof supports (shields) that are advanced as the seam is cut. The roof in the mined out areas falls as the shields advance.

Surface mining is used when coal is found close to the surface. This method involves the removal of overburden (earth and rock covering the coal) with heavy earth moving equipment and explosives, loading out the coal, replacing the overburden and topsoil after the coal has been excavated and reestablishing vegetation and plant life and making other improvements that have local community benefit.

Highwall mining is used in connection with surface mining. A highwall mining system consists of a remotely controlled continuous mining machine, which extracts coal and conveys it via augers or belt conveyors to the surface. The cut is typically a rectangular, horizontal opening in the highwall (the unexcavated face of exposed overburden and coal in a surface mine) 11-feet wide and reaching depths of up to 1000 feet. Multiple, parallel openings are driven into the highwall, separated by narrow pillars that extend the full depth of the hole.

Use of continuous mining machines in the room and pillar method of underground mining represented approximately 39% of our 2002 coal production.

Production from underground longwall mining operations constituted about 16% of our 2002 production. We now operate four longwall units.

Surface mining represented approximately 35% of our 2002 coal production. We have established large-scale surface mines in Boone and Nicholas counties of West Virginia. Our other surface mines are smaller in scale. Our surface mines also use highwall mining systems to produce coal from high overburden areas. Highwall mining represented approximately 10% of our 2002 coal production.

Coal Reserves

We estimate that, as of December 31, 2002, we had total recoverable reserves of approximately 2.2 billion tons consisting of both proven and probable reserves. “Reserves” are defined by SEC Industry Guide 7 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. “Recoverable” reserves means coal that is

47

economically recoverable using existing equipment and methods under federal and state laws currently in effect. Approximately 1.5 billion tons of our reserves are classified as proven reserves. “Proven (Measured) Reserves” are defined by SEC Industry Guide 7 as reserves for which (1) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (2) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. The remaining 0.7 billion tons of our reserves are classified as probable reserves. “Probable reserves” are defined by SEC Industry Guide 7 as reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

Information about our reserves consists of estimates based on engineering, economic and geological data assembled and analyzed by our internal engineers, geologists and finance associates. Reserve estimates are updated annually using geologic data taken from drill holes, adjacent mine workings, outcrop prospect openings and other sources. Coal tonnages are categorized according to coal quality, seam thickness, mineability and location relative to existing mines and infrastructure. In accordance with applicable industry standards, proven reserves are those for which reliable data points are spaced no more than 2,700 feet apart. Probable reserves are those for which reliable data points are spaced 2,700 feet to 7,900 feet apart. Further scrutiny is applied using geological criteria and other factors related to profitable extraction of the coal. These criteria include seam height, roof and floor conditions, yield and marketability.

As with most coal-producing companies in Central Appalachia, the majority of our coal reserves are controlled pursuant to leases from third party landowners. These leases convey mining rights to the coal producer in exchange for a per ton or percentage of gross sales price royalty payment to the lessor. However, a significant portion of our reserve holdings are owned and require no royalty or per ton payment to other parties. The average royalties for coal reserves from our producing properties (owned and leased) was approximately 4.2% of produced coal revenue for the year ended December 31, 2002.

48

The following table provides proven and probable reserve data by “status” (i.e., location, owned or leased, assigned or unassigned, etc.) as of December 31, 2002:

Recoverable Reserves

	Location	Total	Proven	Probable	Assigned(2)	Unassigned	Owned	Leased
	(in thousands of tons)(1)
Resource Groups:
West Virginia
Delbarton	Mingo County	310,332	139,036	171,297	155,343	154,989	10,394	299,938
Black Castle	Boone County	53,214	37,817	15,397	35,899	17,315	—	53,214
Eagle Energy	Boone County	—	—	—	—	—	—	—
Elk Run	Boone County	78,148	39,083	39,064	64,975	13,173	6,233	71,914
Green Valley	Nicholas County	9,117	9,117	—	8,197	920	—	9,117
Independence	Boone County	58,994	57,662	1,331	54,084	4,910	6,344	52,649
Logan County	Logan County	89,457	89,457	—	45,871	43,586	—	89,457
Marfork	Raleigh County	73,221	72,713	508	40,214	33,006	551	72,670
Nicholas Energy	Nicholas County	108,107	98,197	9,910	66,116	41,991	67,487	40,620
Omar	Boone County	35,946	16,400	19,546	—	35,946	2,229	33,717
Performance	Raleigh County	38,192	38,192	—	37,446	746	38,192	—
Progress	Boone County	92,748	83,862	8,885	92,748	—	30,914	61,834
Rawl	Mingo County	113,460	82,742	30,718	64,994	48,466	1,420	112,040
Stirrat	Logan County	5,482	3,595	1,886	422	5,060	—	5,482
Kentucky
Long Fork	Pike County	5,616	3,273	2,343	610	5,006	—	5,616
Martin County	Martin County	46,752	22,854	23,899	9,146	37,606	1,589	45,163
New Ridge	Pike County	—	—	—	—	—	—	—
Sidney	Pike County	162,703	105,679	57,024	135,390	27,313	8,771	153,932
Virginia
Knox Creek	Tazewell Co.	54,333	39,913	14,420	34,509	19,824	—	54,333
Other	N/A	91,683	45,149	46,534	25,187	66,495	25,904	65,779
Subtotal		1,427,505	984,741	442,762	871,151	556,352	200,028	1,227,475
Land Management Companies:(3)
Black King	Boone Co., WV Raleigh, WV	60,764	60,764	—	395	60,368	23,037	37,727
Boone East	Boone Co., WV Kanawha, WV	212,483	173,639	38,845	89,682	122,802	93,755	118,728
Boone West	Boone Co., WV Logan Co., WV	258,397	100,924	157,473	10,595	247,802	67,128	191,269
Ceres Land	Raleigh, WV	12,397	10,142	2,255	—	12,397	—	12,397
Lauren Land	Mingo Co., WV Logan Co., WV	142,640	94,383	48,257	11,447	131,194	20,360	122,281
New Market	Wyoming, WV	60,202	23,708	36,494	—	60,202	6,030	54,172
Raven Resources	Boone Co., WV Raleigh, WV	31,890	21,893	9,997	—	31,890	—	31,890
Subtotal		778,773	485,453	293,321	112,119	666,655	210,310	568,464
Total		2,206,278	1,470,194	736,083	983,270	1,223,007	410,338	1,795,939

⁽¹⁾ Recoverable reserves represent the amount of proven and probable reserves that can actually be recovered from the reserve base taking into account all mining and preparation losses involved in producing a saleable product using existing methods under current law. Reserve information reflects a moisture factor of 6.5%. This moisture factor represents the average moisture present on our delivered coal.

⁽²⁾ Assigned Reserves represent recoverable reserves that are dedicated to a specific permitted mine. Otherwise, the reserves are considered Unassigned.

⁽³⁾ Land management companies are our subsidiaries whose primary purposes are to acquire and hold our reserves.

49

The categorization of the “quality” (i.e., sulfur content, Btu, coal type, etc.) of our coal reserves is as follows:

Recoverable Reserves

	Recoverable Reserves	Sulfur content			Average Btu as received	Coal Type(3)
		+1%	-1%	Compliance(2)
	(in thousands of tons except Average Btu as received)(1)
Resource Groups:
West Virginia
Delbarton	310,332	119,784	190,549	138,830	13,476	Low Sulfur Utility
						Low Sulfur Industrial
Black Castle	53,214	8,454	44,760	37,819	12,552	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Eagle Energy	—	—	—	—	—	N/A
Elk Run	78,148	16,526	61,622	51,704	13,210	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Green Valley	9,117	—	9,117	9,117	12,903	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Independence	58,994	7,455	51,539	8,801	13,011	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Logan County	89,457	18,492	70,965	51,240	12,889	Low Sulfur Utility
						Low Sulfur Industrial
Marfork	73,221	33,803	39,418	17,064	13,602	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Nicholas Energy	108,107	50,991	57,116	28,387	12,579	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Omar	35,946	16,045	19,901	444	12,937	Low Sulfur Utility
						Low Sulfur Industrial
Performance	38,192	5,188	33,004	19,792	13,752	High Vol Met
Progress	92,748	11,460	81,287	60,309	11,880	Low Sulfur Utility
						Low Sulfur Industrial
Rawl	113,460	36,870	76,589	53,876	12,784	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Stirrat	5,482	—	5,482	5,482	13,087	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Kentucky
Long Fork	5,616	3,728	1,888	—	12,809	Low Sulfur Utility
						Low Sulfur Industrial
Martin County	46,752	35,888	10,864	3,515	12,724	Low Sulfur Utility
						Low Sulfur Industrial
New Ridge	—	—	—	—	—	N/A
Sidney	162,703	63,165	99,538	63,639	13,170	Low Sulfur Utility
						Low Sulfur Industrial High Vol Met
Virginia
Knox Creek	54,333	—	54,333	54,333	13,351	High Vol Met
						Low Sulfur Utility Low Sulfur Industrial
Other	91,683	27,433	64,249	58,000	12,999	Various
Subtotal	1,427,505	455,282	972,221	662,352

50

	Recoverable Reserves	Sulfur content			Average Btu as received	Coal Type(3)
		+1%	-1%	Compliance(2)
	(in thousands of tons except Average Btu as received)(1)
Land Management Companies:(4)
Black King	60,764	37,821	22,942	19,730	12,365	High Vol Met
						Low Sulfur Utility
Boone East	212,483	37,299	175,184	60,831	13,202	High Vol Met
						Low Sulfur Utility Low Vol Met
Boone West	258,397	137,300	121,097	81,277	13,047	High Vol Met
						Low Sulfur Utility
Ceres Land	12,397	3,807	8,589	8,589	13,730	High Vol Met Low Sulfur Utility
Lauren Land	142,640	45,123	97,517	79,772	13,137	High Vol Met
						Low Sulfur Utility
New Market Land	60,202	5,046	55,156	55,156	14,423	Low Vol Met High Vol Met
Raven Resources	31,890	18,483	13,407	4,069	13,683	High Vol Met
Subtotal	778,773	284,879	493,892	309,424
Total	2,206,278	740,161	1,466,113	971,776

⁽¹⁾ Reserve information reflects a moisture factor of 6.5%. This moisture factor represents the average moisture present on the Company’s delivered coal.

⁽²⁾ Compliance coal is any coal that emits less than 1.2 pounds of sulfur dioxide per million Btu when burned. Compliance coal meets sulfur emission standards imposed by Title IV of the Clean Air Act.

⁽³⁾ Reserve holdings include metallurgical coal reserves. Although these metallurgical coal reserves receive the highest selling price in the current coal market when marketed to steel-making customers, they can also be marketed as an ultra high Btu, low sulfur steam coal for electricity generation.

⁽⁴⁾ Land management companies are our subsidiaries whose primary purposes are to acquire and hold our reserves.

Marketing and Sales

Our marketing and sales force, based in our corporate office in Richmond, Virginia, includes sales managers, distribution/traffic managers and administrative personnel. During the fiscal year ended December 31, 2002, we sold 42.1 million tons of coal and generated produced coal revenues of $1.3 billion. The breakdown of tons sold by market served was 65% utility, 26% metallurgical and 9% industrial. We sold coal to over 125 customers. Export shipments (including Canada) represented approximately 14% of 2002 tons sold. Our 2002 export shipments serviced customers in 7 countries across North America, South America and Europe. Almost all sales are made in U.S. dollars, which eliminates foreign currency risk.

We have established several contractual arrangements with customers wherein services other than coal supply are provided on an ongoing basis. Examples of such other services include our coal handling facility agreements with two customers, and our arrangements with three steel companies and several steam and industrial customers to coordinate shipment of coal to their stockpile, maintain ownership of the coal inventory on their property and sell tonnage to them as it is consumed. We work closely with our customers to provide other services in response to the current needs of each individual customer.

Distribution

We employ transportation specialists who negotiate freight and terminal agreements with various providers, including railroads, barge lines, steamship lines, bulk motor carriers and terminal facilities. Transportation specialists also coordinate with customers, resource groups and transportation providers to establish shipping schedules that meet the customer’s needs. Our 2002 shipments of 42.1 million tons were loaded from 19 resource groups. Rail shipments constituted 91% of total shipments. The 9% balance was shipped from our resource groups via truck.

Approximately 14% of our production is ultimately delivered via the inland waterway system. Coal is transported by rail or truck to docks on the Ohio, Big Sandy and Kanawha Rivers and then ultimately transported by barge to electric utilities, integrated steel

51

producers and industrial consumers served by the inland waterway system. We also move approximately 8% of our coal production to Great Lakes Ports for transport beyond to various United States and Canadian customers.

Customers and Coal Contracts

We have coal supply commitments with a wide range of electric utilities, steel manufacturers, industrial customers and energy traders and brokers. By offering coal of both steam and metallurgical grades, we are able to serve a diverse customer base. This market diversity allows us to adjust to changing market conditions and sustain high sales volumes. Many of our larger customers are well-established public utilities who have been customers of ours for a number of years.

We have contracts to supply coal to energy trading and brokering companies under which those companies sell such coal to the ultimate users. During 2002, the creditworthiness of the energy trading and brokering companies with which we do business declined, increasing the risk that we may not be able to collect payment for all coal sold and delivered to or on behalf of these energy trading and brokering companies. To mitigate credit-related risks in all customer classifications, we maintain a credit policy, which requires scheduled reviews of customer creditworthiness and continuous monitoring of customer news events which might have an impact on their financial condition. Negative credit performance or events may trigger the application of tighter terms of sale, requirements for collateral or, ultimately, a suspension of credit privileges.

As is customary in the coal industry, we continually enter into long-term contracts (which we define as contracts with terms of one year or more) with many of our customers. These arrangements allow customers to secure a supply for their future needs and provide us with greater predictability of sales volume and sales prices. For the year ended December 31, 2002, approximately 94% of our coal sales volume was pursuant to long-term contracts. We believe that the percentage of our sales pursuant to long-term contracts was approximately 95% in 2003.

For 2003, we produced 41 million tons of coal. In addition, we purchase coal from third-party coal producers from time to time to supplement production and resell this coal to our customers. As of January 29, 2004, we had sales commitments for calendar years 2004 and 2005 of approximately 45 million tons and approximately 38 million tons, respectively.

Other Related Operations

We have other related operations and activities in addition to our normal coal production and sales business, including:

Appalachian Synfuel Plant

One of our subsidiaries, Marfork Coal Company, manages a synthetic fuel manufacturing facility located adjacent to the Marfork complex in Boone County, West Virginia. This facility converts coal products to synthetic fuel. Appalachian Synfuel, LLC (“Appalachian Synfuel”), the entity that owns the facility, became a wholly owned subsidiary of our company in connection with the spin-off. Appalachian Synfuel has obtained a private letter ruling from the Internal Revenue Service (“IRS”) that provides that production from this synfuel facility qualifies the owner for tax credits pursuant to Section 29 of the Internal Revenue Code.

The ownership interest in Appalachian Synfuel is divided into three tranches, Series A, Series B and Series C. In 2001 and 2002, we sold a total of 99% of our Series A and Series B interests, respectively, contingent upon favorable IRS rulings that were obtained. We received cash of $7.2 million, a recourse promissory note for $34.6 million that will be paid in quarterly installments of $1.9 million including interest, and a contingent promissory note that is paid on a cents per Section 29 credit dollar earned based on synfuel tonnage shipped. Deferred gains of $23.8 million and $11.9 million as of December 31, 2002 and October 31, 2001, respectively, are included in other noncurrent liabilities to be recognized ratably through 2007.

Westvaco Coal Handling Facility

We own and operate the coal unloading, storage and conveying facilities at Westvaco Corporation’s paper manufacturing facility in Covington, Virginia. We built the Westvaco coal handling facility in 1992 as a means of reducing coal transportation and handling costs for Westvaco Corporation, a long term industrial coal customer. The Westvaco coal handling facility operating agreement extends through 2007, and provides for fees to be paid to us on a per ton basis (annually adjusted) for coal handling services and allows us to supply 100% of the coal required by Westvaco’s paper manufacturing facility.

52

Eastman Chemical Company Coal Handling System

We own and operate coal unloading, storage and conveying facilities at Eastman Chemical Company’s facility in Kingsport, Tennessee. This facility, which we built, went into service in September 2002. The Eastman coal handling facility operating agreement extends through 2017 and provides that we will be paid certain fixed and/or per ton fees for leasing equipment, coal handling services and for operating and maintaining the Eastman coal handling facility.

Miscellaneous

We also engage in the sale of certain non-strategic assets such as timber, gas and oil rights as well as the sale of non-strategic surface properties and reserves.

Employee and Labor Relations

As of December 31, 2003, we had 4,428 employees, including 193 employees affiliated with the United Mine Workers of America. Relations with employees are generally good, and there have been no material work stoppages in the past ten years.

Legal Proceedings

For information regarding certain legal proceedings to which we are parties, see “Risk Factors” and the documents incorporated by reference in this prospectus listed under “Documents Incorporated by Reference.”

We are parties to a number of other legal proceedings incident to our normal business activities. While we cannot predict the outcome of these proceedings, in our opinion, any liability arising from these matters individually and in the aggregate should not have a material adverse effect upon our consolidated financial position, cash flows or results of operations.

We are also party to various lawsuits and other legal proceedings related to the non-coal businesses previously conducted by us but now conducted by New Fluor. Under the terms of the distribution agreement entered into by us and New Fluor in connection with the spin-off, New Fluor has agreed to indemnify us with respect to all such legal proceedings and has assumed their defense.

53

MANAGEMENT

Directors and Executive Officers

Our executive officers are elected annually by the board of directors and serve until their successors are duly elected and qualified.

Set forth below are the names, ages and positions of our directors and executive officers.

Name	Age	Position
Don L. Blankenship	53	Chairman, Chief Executive Officer, President and Director
James L. Gardner	52	Executive Vice President and Chief Administrative Officer
J. Christopher Adkins	40	Senior Vice President and Chief Operating Officer
Baxter F. Phillips, Jr.	57	Senior Vice President and Chief Financial Officer
H. Drexel Short	47	Senior Vice President - Group Operations
Thomas J. Dostart	48	Vice President, General Counsel & Secretary
Jeffrey M. Jarosinski	44	Vice President - Finance and Chief Compliance Officer
John M. Poma	39	Vice President - Human Resources
E. Gordon Gee	60	Director
William R. Grant	79	Director
James H. Harless	84	Director
Bobby R. Inman	72	Director
Dan R. Moore	63	Director
Martha R. Seger	71	Director

Our board of directors is comprised of three classes. The members of each class are elected annually to serve staggered three-year terms as follows:

• Class I directors include E. Gordon Gee and James H. Harless, who have been elected to serve until 2006;

• Class II directors include William R. Grant, Martha R. Seger and Dan R. Moore, who have been elected to serve until 2004; and

• Class III directors include Don L. Blankenship and Bobby R. Inman, who have been elected to serve until 2005.

Don L. Blankenship - Mr. Blankenship has been a Director since 1996 and the Chairman, President and Chief Executive Officer of Massey Energy since November 30, 2000. He has been Chairman, President and Chief Executive Officer of A.T. Massey since 1992. He was formerly the President and Chief Operating Officer of A.T. Massey from 1990 and President of Massey Coal Services, Inc. from 1989. He joined our subsidiary Rawl Sales & Processing Co. in 1982. He is also Director of the National Mining Association, the Governor’s Mission West Virginia Board and the Norfolk Southern Advisory Board.

James L. Gardner - Mr. Gardner has been Executive Vice President and Chief Administrative Officer of Massey Energy and A.T. Massey since July 1, 2002. From February 26, 2000 to June 30, 2002, he was engaged in the private practice of law as a sole practitioner. Mr. Gardner first joined A.T. Massey in 1993 as General Counsel and served in that position until February 25, 2000. Mr. Gardner also served as a director of Massey Energy from November 30, 2000 until August 1, 2002.

J. Christopher Adkins - Mr. Adkins has been Senior Vice President and Chief Operating Officer of Massey Energy since July 1, 2003. Mr. Adkins joined our subsidiary, Rawl Sales & Processing Co., in 1985 to work in underground mining. Since that time, he has served in positions of increasing responsibility with the Company, including section foreman, plant supervisor, President of Massey’s Eagle Energy subsidiary, Director of Production of Massey Coal Services and, most recently, Vice President of Underground Production.

54

Baxter F. Phillips, Jr. - Mr. Phillips has been Senior Vice President and Chief Financial Officer of Massey Energy since September 1, 2003. Previously, he served as Vice President and Treasurer of Massey Energy since November 30, 2000. He also has been Vice President and Treasurer of A.T. Massey since October 2000. He served as Vice President of A.T. Massey from January 1992 and, as Vice President, his responsibilities encompassed purchasing, risk management, benefits and administration. Mr. Phillips joined A.T. Massey in 1981 and, prior to his election as Vice President in 1992, served in the roles of Corporate Treasurer, Manager of Export Sales and Corporate Human Resources Manager. Prior to joining A.T. Massey, Mr. Phillips’ background included banking and investments.

H. Drexel Short - Mr. Short has been Senior Vice President, Group Operations of Massey Energy since November 30, 2000. He also has been Senior Vice President, Group Operations of A.T. Massey since May 1995. Mr. Short was formerly Chairman of the Board and Chief Coordinating Officer of Massey Coal Services from April 1991 to April 1995. Mr. Short joined A.T. Massey in 1981.

Thomas J. Dostart - Mr. Dostart has been Vice President, General Counsel & Secretary of Massey Energy since May 5, 2003. Prior to joining Massey Energy, Mr. Dostart served as General Counsel & Assistant Secretary for Alliance Coal, LLC and its subsidiaries in Lexington, Kentucky. Mr. Dostart’s career prior to joining Alliance Coal in 1997 included serving as Vice President, General Counsel & Secretary for National Auto Credit, Inc. (formerly Agency Rent-A-Car), as an attorney with Amoco Corporation and Diamond Shamrock, Inc., as an attorney with the law firms of Jones, Day, Reavis & Pogue and Arter & Hadden, and as a law clerk for the Iowa Supreme Court.

Jeffrey M. Jarosinski - Mr. Jarosinski has been Vice President - Finance of Massey Energy since November 30, 2000 and Chief Compliance Officer of Massey Energy since December 9, 2002. He served as Chief Financial Officer of Massey Energy from November 2000 until December 2002. He also served as Vice President, Finance and Chief Financial Officer of A.T. Massey from September 1998 to November 2000. Mr. Jarosinski was formerly Vice President, Taxation of A.T. Massey from 1997 to August 1998 and Assistant Vice President, Taxation of A.T. Massey from 1993 to 1997. Mr. Jarosinski joined A.T. Massey in 1988. Prior to joining A.T. Massey, Mr. Jarosinski held various positions in public accounting.

John M. Poma - Mr. Poma has been Vice President - Human Resources of Massey Energy since April 1, 2003. Mr. Poma served as Corporate Counsel for A.T. Massey from 1996 until March 2000 and then as Senior Corporate Counsel for A.T. Massey from March 2000 until April 1, 2003. Prior to joining A.T. Massey in 1996, Mr. Poma practiced law at the firm of Midkiff & Hiner in Richmond, Virginia, specializing in employment law. From 1989 through 1993, he practiced law at the firm of Jenkins, Fenstermaker, Krieger, Kayes & Farrell in Huntington, West Virginia.

E. Gordon Gee - Mr. Gee has been a director since November 30, 2000. He is a member of the Audit, the Governance and the Public and Environmental Policy Committees. Mr. Gee is the Chancellor of Vanderbilt University. He has served in that position since 2000. Prior to that, he was President of Brown University from 1998 to 2000 and President of The Ohio State University from 1990 to 1998. Mr. Gee also serves as a director of Dollar General Corporation, Gaylord Entertainment Company, Hasbro, Inc. and Limited Brands.

William R. Grant - Mr. Grant has been a director since November 30, 2000. He previously served as a director of Massey Energy from 1982 to 1997. He is Chairman of the Audit Committee and a member of the Executive, the Compensation and the Governance Committees. He is the co-founder of Galen Associates, a venture capital company, and has been Chairman of that company since 1989. Mr. Grant also serves as a director of Advanced Medical Optics, Inc., Quest Diagnostics, Inc., Ocular Sciences, Inc. and Vasogen, Inc.

James H. “Buck” Harless - Mr. Harless has been a director since April 27, 2001. He is Chairman of the Public and Environmental Policy Committee and is a member of the Governance Committee. Mr. Harless is Chairman of the Board of International Industries, Inc., with interests in coal mining, timber, manufacturing and other businesses. He currently serves as a member of the West Virginia University Foundation Board and served previously as a member of the Marshall University Foundation Board.

Bobby R. Inman - Admiral Inman, U. S. Navy (retired), has been a director since 1985. He is Chairman of the Compensation Committee and a member of the Executive and the Governance Committees. Admiral Inman served as Director of the National Security Agency and Deputy Director of the Central Intelligence Agency. Admiral Inman also is a director of Fluor Corporation, SBC Communications Inc. and Temple-Inland Inc.

Dan R. Moore - Mr. Moore has been a director since January 22, 2002. He is a member of the Governance and the Public and Environmental Policy Committees. He is the former Chairman of the Board and President of Matewan BancShares, a multi-bank holding company which was sold to BB&T Corporation in 1999. He is the Chairman of Moore Group, Inc. (which owns five

55

automobile dealerships) in Williamson, West Virginia. He is a member of the Board of Directors of Branch Banking and Trust Company, a wholly-owned subsidiary of BB&T Corporation. He is also on the West Virginia advisory board of BB&T Corporation. Mr. Moore also serves as a member of the West Virginia University Foundation Board and is a former member of the Marshall University Board of Governors.

Dr. Martha R. Seger - Dr. Seger has been a director since 1991. She is Chairwoman of the Governance Committee and a member of the Audit, the Compensation and the Executive Committees. She is a Distinguished Visiting Professor of Finance, Arizona State University and a former member of the Board of Governors of the Federal Reserve System. Dr. Seger also is a director of Fluor Corporation and the Bramwell Funds.

56

DESCRIPTION OF OTHER INDEBTEDNESS

6.95% Senior Notes

As of December 31, 2003, we had $283.0 million outstanding of 6.95% Senior Notes due 2007. These notes are guaranteed by A.T. Massey. Initially, $300 million of the notes were issued in March 1997 at a discount, for aggregate proceeds of $296.7 million. During the fourth quarter of 2002, we made several open-market purchases, retiring a total principal amount of $14.0 million of the notes at a cost of $10.7 million plus accrued interest. During the first quarter of 2003, we made several open-market purchases, retiring a total principal amount of $3.0 million of the notes at a cost of $2.4 million, plus accrued interest. Interest is payable semiannually on March 1 and September 1 of each year. The notes are redeemable in whole or in part, at our option at any time at a redemption price equal to the greater of (i) 100 percent of the principal amount of the notes or (ii) as determined by a Quotation Agent as defined in the offering prospectus.

4.75% Convertible Senior Notes

On May 29, 2003, we issued $132.0 million of 4.75% Convertible Senior Notes due 2023, in a private placement. These notes are guaranteed by A.T. Massey. We subsequently filed a Registration Statement on Form S-3 with the SEC to register the notes. The proceeds were used to repay outstanding borrowings under our prior revolving credit facilities, which permanently reduced available commitments, in a like amount, under those facilities. The notes are unsecured obligations ranking equally with all of our other unsecured senior indebtedness. Interest on the notes is payable on May 15 and November 15 of each year, beginning on November 15, 2003. The notes will mature on May 15, 2023, however we may redeem some or all of the notes at any time on or after May 20, 2009.

Holders of the notes may require us to purchase all or a portion of their notes on May 15, 2009, May 15, 2013 and May 15, 2018. We will pay cash for all notes so purchased on May 15, 2009. For purchases on May 15, 2013 or May 15, 2018, we may, at our option, choose to pay the purchase price for such notes in cash or in shares of our common stock or any combination thereof.

The notes are convertible during certain periods by holders into shares of our common stock initially at a conversion rate of 51.573 shares of common stock per $1,000 principal amount of notes (subject to adjustment in certain events) under the following circumstances: (1) if the price of our common stock reaches specified thresholds; (2) if the notes are redeemed by us; (3) upon the occurrence of certain specified corporate transactions; or (4) if the credit ratings assigned to the notes decline below specified levels.

Asset Based Revolving Credit Facility

On January 20, 2004, A.T. Massey and certain of its subsidiaries entered into an asset based revolving credit facility providing for borrowing up to $130 million at any time outstanding, depending on the level of eligible inventory (including pit inventory) and accounts receivable. The credit facility also includes a $100 million letter of credit subfacility. Massey Energy and substantially all of the other subsidiaries have guaranteed the obligations of A.T. Massey and the other borrowers. As security for the financing, the borrowers and the guarantors granted the lenders first priority pledges of equity interests in substantially all of Massey Energy’s subsidiaries, first priority security interests in coal inventory, accounts receivable and other intangible assets, and first mortgage liens on certain owned coal reserves. The security for the financing also includes a negative pledge on fixtures, equipment and certain other of the companies’ assets. The credit facility replaces an existing undrawn accounts receivable financing program and the proceeds of loans under the facility are to be used for general corporate purposes. The credit facility has a five year term ending in January 2009.

57

THE EXCHANGE OFFER

We entered into the Registration Rights Agreement in connection with the initial offering, pursuant to which we agreed, for the benefit of the holders of the outstanding notes, to file with the SEC within 90 days following the issue date of the outstanding notes a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act relating to an exchange offer pursuant to which notes substantially identical to the outstanding notes (except that such notes will not contain terms with respect to the special interest payments described below or transfer restrictions) and representing the same indebtedness as the outstanding notes, the exchange notes, will be offered in exchange for the then outstanding notes tendered at the option of the holders thereof.

We have agreed to cause the Exchange Offer Registration Statement to be declared effective by the SEC within 180 days following the issue date of the outstanding notes. We have further agreed to complete the exchange offer within 210 days following the issue date of the outstanding notes, to hold the offer open for at least 20 business days and to exchange the exchange notes for all outstanding notes validly tendered and not withdrawn before the expiration of the offer.

Under existing SEC interpretations, the exchange notes would in general be freely transferable after the exchange offer without further registration under the Securities Act, except that broker-dealers (“Participating Broker-Dealers”) receiving exchange notes in the exchange offer will be subject to a prospectus delivery requirement with respect to sales of those exchange notes. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to the exchange notes (other than a resale of an unsold allotment from the original sale of the notes) by delivery of the prospectus contained in the Exchange Offer Registration Statement. Under the Registration Rights Agreement, we will be required to allow Participating Broker-Dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such exchange notes. The Exchange Offer Registration Statement will be kept effective as long as necessary after the exchange offer has been consummated in order to permit resales of exchange notes acquired by broker-dealers in after-market transactions. Each holder of outstanding notes (other than certain specified holders) who wishes to exchange such notes for exchange notes in the exchange offer will be required to represent that any exchange notes to be received by it will be acquired in the ordinary course of its business, that at the time of the commencement of the exchange offer it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of provisions of the Security Act, that it is not an affiliate of ours or of any of our guarantors (or if it is an affiliate it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable, that if such holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of the exchange notes and, that if such holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any resale of such exchange notes.

Shelf Registration

If:

(1) applicable law or interpretations of the staff of the SEC do not permit us and the guarantors to effect the exchange offer,

(2) for any other reason the exchange offer is not consummated within 210 days of the Issue Date,

(3) any holder is prohibited by law or SEC policy from participating in the exchange offer or does not receive exchange notes that may be sold without restriction (other than due solely to the status of such holder as an affiliate of ours or any guarantor,

(4) in the case of any holder who participates in the exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of any issuer within the meaning of the Securities Act), or

(5) the initial purchasers so request with respect to notes that have, or that are reasonably, likely to be determined to have, the status of unsold allotments in an initial distribution.

We will, in lieu of (or, in the case of clause (2), in addition to) effecting registration of exchange notes, use our reasonable best efforts to cause a registration statement under the Securities Act relating to a shelf registration of the outstanding notes for resale by holders or, in the case of clause (2), of the outstanding notes held by the initial purchasers for resale by the initial purchasers (the “Shelf Registration”) to become effective and to remain effective until two years following the issue date of the notes or such shorter period that will terminate when all the securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

58

We will, in the event of a Shelf Registration, provide to the holder or holders of the applicable notes copies of the prospectus that is a part of the registration statement filed in connection with the Shelf Registration, notify such holder or holders when the Shelf Registration for the applicable notes has become effective and take certain other actions as are required to permit unrestricted resales of the applicable notes. A holder of outstanding notes that sells such notes pursuant to the Shelf Registration generally would be required to be named as a selling security-holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification obligations).

Liquidated Damages

The interest rate borne by the notes increases by 0.25% per year if:

• the Exchange Offer Registration Statement has not been filed with the SEC within 90 days after the issue date of the outstanding notes;

• the Exchange Offer Registration Statement is not declared effective in the United States within 180 days after the issue date of the outstanding notes;

• the exchange offer in the United States is not completed within 210 days after the issue date of the outstanding notes; or

• any registration statement required by the Registration Rights Agreement is filed but not declared effective by a certain date defined in the Registration Rights Agreement or is filed and declared effective but then ceases to be effective (except as specifically permitted in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective (these first bullets constitute “Registration Defaults”).

The amount of additional interest will increase by an additional 0.25% per year on the first day of each subsequent 90-day period until the Registration Default described in any of the bullet points above has been cured. The maximum aggregate amount of increase from the original interest rate under these provisions is 1.0% per year over the annual interest rate shown on the cover of this prospectus.

If we are required to pay additional interest, we will pay it to you in cash on the same dates that we make other interest payments on the exchange notes until we correct the Registration Default.

On the date on which all such Registration Defaults have been cured, the interest rate on the exchange notes will revert to the interest rate originally borne by the exchange notes (as shown on the cover of this prospectus).

The description in this prospectus of some of the provisions of the Registration Rights Agreement is a summary only. We urge you to read all the provisions of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.2 to our Form 8-K filed on November 12, 2003, because it, and not this summary, defines your rights.

The outstanding notes and the exchange notes will be considered collectively to be a single class for all purposes under the notes indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase notes, and for purposes of the provisions described under the caption “Description of Exchange Notes” all references therein to “notes” shall be deemed to refer collectively to any outstanding notes and any exchange notes, unless the context otherwise requires.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Any holder may tender some or all of its outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.

59

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

(1) the exchange notes bear a different CUSIP Number from the outstanding notes;

(2) the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and

(3) the holders of the exchange notes will not be entitled to certain rights under the Registration Rights Agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.

The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture.

As of the date of this prospectus, $360,000,000 aggregate principal amount of the outstanding notes were outstanding. We have fixed the close of business on February 9, 2004 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “—Fees and Expenses.”

Expiration Date; Extensions; Amendments

The term “expiration date” will mean 5:00 p.m., New York City time, on March 15, 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

In order to extend the exchange offer, we will make a press release or other public announcement, notify the exchange agent of any extension by oral or written notice and will mail to the registered holders an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “—Conditions” have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner. Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., New York City time on the next business day following such decision. Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders.

Interest On The Exchange Notes

The exchange notes will bear interest from their date of issuance. Holders of outstanding notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the exchange notes, such interest will be paid with the first interest payment on the exchange notes on May 15, 2004. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

Interest on the exchange notes is payable semi-annually on each May 15 and November 15, commencing on May 15, 2004.

60

Procedures For Tendering

Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent’s message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent’s message and other required documents must be completed and received by the exchange agent at the address set forth below under “Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in DTC’s Automated Tender Offer Program (“ATOP”); (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

By executing the letter of transmittal, each holder will make to us the representations set forth above in the third paragraph under the heading “The Exchange Offer.” The tender by a holder and our acceptance thereof will constitute agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent’s message.

The method of delivery of outstanding notes and the letter of transmittal or agent’s message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. See “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” included with the letter of transmittal.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member of the Medallion System unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of a member firm of the Medallion System. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of the Medallion System.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the outstanding notes with the signature thereon guaranteed by a member firm of the Medallion System.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account with respect to the outstanding notes in accordance with DTC’s procedures for the transfer. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an agent’s message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

61

All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:

(A) the tender is made through a member firm of the Medallion System;

(B) prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within five New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and

(C) the properly completed and executed letter of transmittal or facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of outstanding notes in the exchange offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:

(1) specify the name of the person having deposited the outstanding notes to be withdrawn;

(2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

(3) be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

62

(4) specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes, and may, prior to the expiration of the exchange offer, terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if:

(1) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which we believe might materially impair our ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; or

(2) any law, statute, rule, regulation or interpretation by the staff of the SEC would be violated if we proceeded with the exchange offer; or

(3) any governmental approval has not been obtained, which approval we believe to be necessary for the consummation of the exchange offer as contemplated by this prospectus.

If we determine in our sole discretion that any of the conditions are not satisfied, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the outstanding notes (see “—Withdrawal of Tenders”) or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn.

Exchange Agent

The Wilmington Trust Company has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, copies of this prospectus or of the letter of transmittal and requests for Notice of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

By Standard Mail, Hand or Overnight Courier:	Wilmington Trust Company
	CCM Agency Unit
	1100 North Market Street
	Wilmington, DE 19899-8861
By Registered or Certified Mail:	Wilmington Trust Company
	DC-1615 Agency Unit
	PO Box 8861
	Wilmington, DE 19899-8861
Facsimile Transmission:	(302) 636-4145
To Confirm Receipt of Facsimile by Telephone:	(302) 636-6469

63

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by our and our affiliates’ officers and regular employees.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the exchange notes.

Consequences of Failure to Exchange

The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, the outstanding notes may be resold only:

(1) to us upon redemption thereof or otherwise;

(2) so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;

(3) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

(4) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

Resale of the Exchange Notes

With respect to resales of exchange notes, based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, whether or not the person is the holder, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

64

DESCRIPTION OF EXCHANGE NOTES

As used below in this “Description of Exchange Notes” section, the “Issuer” means Massey Energy Company, a Delaware corporation, and its successors, but not any of its subsidiaries. The Issuer will issue the notes described in this prospectus (the “Notes”) under an Indenture, dated as of November 10, 2003 (the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust Company, as trustee (the “Trustee”). The terms of the Notes include those set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. You may find a copy of the Indenture in Exhibit 4.1 to our Form 8-K filed on November 12, 2003.

The following is a summary of the material terms and provisions of the Notes. The following summary does not purport to be a complete description of the Notes and is subject to the detailed provisions of, and qualified in its entirety by reference to, the Indenture. You can find definitions of certain terms used in this description under the heading “—Certain Definitions.”

Principal, Maturity and Interest

The Notes will mature on November 15, 2010. The Notes will bear interest at the rate shown on the cover page of this prospectus, payable on May 15 and November 15 of each year, commencing on May 15, 2004, to Holders of record at the close of business on May 1 or November 1, as the case may be, immediately preceding the relevant interest payment date. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

The Notes will be issued in registered form, without coupons, and in denominations of $1,000 and integral multiples of $1,000.

An aggregate principal amount of Notes equal to $360 million is being issued in this offering. The Issuer may issue additional Notes in an unlimited amount having identical terms and conditions to the Notes being issued in this offering (the “Additional Notes”), subject to compliance with the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness.” Any Additional Notes will be part of the same issue as the Notes being issued in this offering and will vote on all matters as one class with the Notes being issued in this offering. For purposes of this “Description of Exchange Notes,” except for the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness,” references to the Notes include Additional Notes, if any.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to the Issuer at least ten Business Days prior to the applicable payment date, the Issuer will make all payments on such Holder’s Notes by wire transfer of immediately available funds to the account specified in those instructions. Otherwise, payments on the Notes will be made at the office or agency of the paying agent (the “Paying Agent”) and registrar (the “Registrar”) for the Notes within the City and State of New York unless the Issuer elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Ranking

The Notes will be general unsecured obligations of the Issuer. The Notes will rank senior in right of payment to all existing and future obligations of the Issuer that are, by their terms, expressly subordinated in right of payment to the Notes and pari passu in right of payment with all existing and future unsecured obligations of the Issuer that are not so subordinated. Each Note Guarantee (as defined below) will be a general unsecured obligation of the Guarantor thereof and will rank senior in right of payment to all existing and future obligations of such Guarantor that are, by their terms, expressly subordinated in right of payment to such Note Guarantee and pari passu in right of payment with all existing and future unsecured obligations of such Guarantor that are not so subordinated.

The Notes and each Note Guarantee will be effectively subordinated to secured Indebtedness of the Issuer and the applicable Guarantor to the extent of the value of the assets securing such Indebtedness.

The Notes will also be effectively subordinated to all existing and future obligations, including Indebtedness, of any Subsidiaries of the Issuer that are not Guarantors. Claims of creditors of these Subsidiaries, including trade creditors, will generally have priority as to the assets of these Subsidiaries over the claims of the Issuer and the holders of the Issuer’s Indebtedness, including the Notes.

As of September 30, 2003, assuming this offering and related transactions had occurred on that date, the Issuer and the Guarantors would have had no secured Indebtedness outstanding. Although the Indenture contains limitations on the amount of additional secured

65

Indebtedness that the Issuer and the Restricted Subsidiaries may incur, under certain circumstances, the amount of this Indebtedness could be substantial. See “—Certain Covenants—Limitations on Additional Indebtedness” and “—Limitations on Liens.”

Note Guarantees

On the Issue Date, the Issuer’s obligations under the Notes and the Indenture will be guaranteed (each, a “Note Guarantee”) by all of our Restricted Subsidiaries. Our Unrestricted Subsidiaries and certain future Restricted Subsidiaries will not be required to become Guarantors. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, these non-guarantor Subsidiaries will pay the holders of their debts and their trade creditors before they will be able to distribute any of their assets to us. Revenues generated by the Guarantors constituted substantially all of our revenues for the twelve-month period ended September 30, 2003, and assets held by the Guarantors constituted substantially all of our consolidated assets as of September 30, 2003.

As of the date of the Indenture, all of our Subsidiaries, other than the Dissolving Subsidiaries, the Joint Venture Subsidiary and Securitization Entities, will be “Restricted Subsidiaries.” Under the circumstances described below under the subheading “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries,” the Issuer will be permitted to designate other Subsidiaries as “Unrestricted Subsidiaries.” The effect of designating a Subsidiary as an “Unrestricted Subsidiary” will be:

• an Unrestricted Subsidiary will not be subject to many of the restrictive covenants in the Indenture;

• a Subsidiary that has previously been a Guarantor and that is designated an Unrestricted Subsidiary will be released from its Note Guarantee; and

• the assets, income, cash flow and other financial results of an Unrestricted Subsidiary will not be consolidated with those of the Issuer for purposes of calculating compliance with the restrictive covenants contained in the Indenture.

The obligations of each Subsidiary Guarantor under its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Credit Agreement permitted under clause (i) of “—Certain Covenants—Limitations on Additional Indebtedness”) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of any such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of any such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similarly impermissible transaction under U.S. federal or state law. Each Subsidiary Guarantor that makes a payment or distribution under its Note Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on adjusted net assets of each Subsidiary Guarantor.

In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, amalgamation, consolidation, plan of arrangement or otherwise, or a sale or other disposition of all of the Equity Interests of any Subsidiary Guarantor then held by the Issuer and the Restricted Subsidiaries, then that Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the Net Available Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, to the extent required thereby. See ”—Certain Covenants—Limitations on Asset Sales.” In addition, the Indenture provides that any Subsidiary Guarantor that is designated as an Unrestricted Subsidiary or that otherwise ceases to be a Subsidiary Guarantor, in each case in accordance with the provisions of the Indenture, will be released from its Note Guarantee upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, as the case may be.

Optional Redemption

Except as set forth below, the Notes may not be redeemed prior to November 15, 2007. We are not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchases or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture or violate applicable securities laws. At any time on or after November 15, 2007, the Issuer, at its option, may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon, if any, to the redemption date, if redeemed during the 12-month period beginning November 15 of the years indicated:

Year	Optional Redemption Price
2007	103.313	%
2008	101.656	%
2009 and thereafter	100	%

66

Redemption with Proceeds from Equity Offerings

At any time prior to November 15, 2006, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 106.625% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 180 days of the date of the closing of any such Qualified Equity Offering.

Selection and Notice of Redemption

In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part. In addition, if a partial redemption is made pursuant to the provisions described under “—Optional Redemption—Redemption with Proceeds from Equity Offerings,” selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless that method is otherwise prohibited.

Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the date of redemption to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon cancellation of the original Note. On and after the date of redemption, interest will cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with the paying agent for the Notes funds in satisfaction of the redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to the Indenture.

Change of Control

Upon the occurrence of any Change of Control (other than a Change of Control that occurs during a Suspension Period), each Holder will have the right to require that the Issuer purchase that Holder’s Notes for a cash price (the “Change of Control Purchase Price”) equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase.

Within 30 days following any Change of Control, the Issuer will mail, or caused to be mailed, to the Holders a notice:

(1) describing the transaction or transactions that constitute the Change of Control;

(2) offering to purchase, pursuant to the procedures required by the Indenture and described in the notice (a “Change of Control Offer”), on a date specified in the notice (which shall be a Business Day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for the Change of Control Purchase Price, all Notes properly tendered by such Holder pursuant to such Change of Control Offer; and

(3) describing the procedures that Holders must follow to accept the Change of Control Offer. The Change of Control Offer is required to remain open for at least 20 Business Days or for such longer period as is required by law.

The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase.

If a Change of Control Offer is made, there can be no assurance that the Issuer will have available funds sufficient to pay for all or any of the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In addition, we cannot assure you that

67

in the event of a Change of Control the Issuer will be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding Indebtedness which may prohibit the offer.

The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuer purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuer’s obligation to make a Change of Control Offer will be satisfied if a third party makes the Change of Control Offer in the manner and at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

With respect to any disposition of assets, the phrase “all or substantially all” as used in the Indenture (including as set forth under “—Certain Covenants—Limitations on Mergers, Amalgamations, Consolidations, Etc.” below) varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under New York law (which governs the Indenture) and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer, and therefore it may be unclear as to whether a Change of Control has occurred and whether the Holders have the right to require the Issuer to purchase Notes.

The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-l under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue of this compliance.

Certain Covenants

The Indenture will contain, among others, the following covenants:

Limitations on Additional Indebtedness

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Guarantor may incur additional Indebtedness if, after giving effect thereto, the Consolidated Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”).

Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”):

(1) Indebtedness of the Issuer and any Guarantor under the Credit Agreement in an aggregate amount at any time outstanding not to exceed the greater of (i) $110 million, less the sum of (x) the aggregate amount of Net Available Proceeds applied to repayments under the Credit Agreement in accordance with the covenant described under “—Limitations on Asset Sales” and (y) the aggregate Outstanding Receivables Amount with respect to Qualified Securitization Transactions and (ii) the sum of (x) 75% of the net book value of the accounts receivable of the Issuer and the Restricted Subsidiaries and (y) 50% of the net book value of the inventory of the Issuer and the Restricted Subsidiaries.

(2) the Notes issued on the Issue Date (and any registered exchange Notes issued in exchange for such Notes) and the Note Guarantees;

(3) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clauses (1) and (2) above, and after giving effect to the intended use of proceeds of the Notes);

(4) Indebtedness under Hedging Obligations; provided that (a) such Hedging Obligations are designed to protect against fluctuations in interest or currency rates or commodity prices and (b) in the case of any Hedging Obligations under clause (1) of the definition thereof, (I) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by this covenant, and (II) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the amount of the Indebtedness to which such Hedging Obligations relate;

68

(5) Indebtedness of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Issuer or any Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (5);

(6) Indebtedness in respect of bid, payment, performance, appeal or surety bonds and other similar obligations issued for the account of the Issuer or any Restricted Subsidiary, including guarantees or obligations of the Issuer or any Restricted Subsidiary with respect to letters of credit supporting such bid, payment, performance, appeal or surety obligations (in each case other than for an obligation for money borrowed);

(7) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Indebtedness under Capitalized Lease Obligations, industrial revenue bonds or mortgage financing incurred by the Issuer or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price or cost of development of property, plant or equipment used in the business of the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding 5% of Consolidated Net Tangible Assets;

(8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;

(9) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(10) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or clause (15) below;

(11) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor incurred pursuant to the Coverage Ratio Exception or another clause in this paragraph;

(12) Indebtedness of the Issuer or any Restricted Subsidiary (including letters of credit) in order to provide security for workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance arrangements, reclamation, statutory obligations, surety and appeal bonds, government contracts, return-of-money bonds, or similar requirements of the Issuer or any Restricted Subsidiary in the ordinary course of business;

(13) customary indemnification, adjustment of purchase price or similar obligations, including title insurance, of the Issuer or any Restricted Subsidiary, in each case, incurred in connection with the acquisition or disposition of any assets of the Issuer or any Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition);

(14) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $100 million at any time outstanding; and

(15) Indebtedness of the Issuer or any Restricted Subsidiary incurred during any Suspension Period.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (15) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer may, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described.

The maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies. In determining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded so long as it is permitted to be incurred by the Person or Persons incurring such obligation.

69

Limitations on Layering Indebtedness

At any time other than during a Suspension Period, the Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Issuer or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the Note Guarantee of such Guarantor, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

Limitations on Restricted Payments

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

(1) a Default shall have occurred and be continuing or shall occur as a consequence thereof;

(2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after the Issue Date (other than Restricted Payments made pursuant to clause (2), (3), (4), (5) or (7) below), exceeds the sum (the “Restricted Payments Basket”) of (without duplication):

(a) 50% of Consolidated Net Income for the period (taken as one accounting period) commencing on the first day of the first full fiscal quarter commencing after the Issue Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are publicly available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus

(b) 100% of the aggregate net cash proceeds received by the Issuer either (x) as contributions to the common equity of the Issuer after the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after the Issue Date, plus

(c) the aggregate amount by which Indebtedness incurred by the Issuer or any Restricted Subsidiary subsequent to the Issue Date is reduced on the Issuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Issuer or any Restricted Subsidiary upon such conversion or exchange), plus

(d) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the amount received with respect to such Investment less the cost of the disposition of such Investment and net of taxes and (ii) the amount of such Investment that was treated as a Restricted Payment, plus

(e) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Issuer’s Investments in such Subsidiary to the extent such Investments reduced the Restricted Payments Basket and were not previously repaid or otherwise reduced.

The foregoing provisions will not prohibit:

(1) the payment by the Issuer or any Restricted Subsidiary of any dividend within 90 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of the Indenture;

(2) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, any Equity Interests of the Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests;

(3) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or (b) in exchange for, or out of the proceeds of the substantially

70

concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under the “Limitations on Additional Indebtedness” covenant and the other terms of the Indenture;

(4) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, Equity Interests of the Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $2.5 million during any calendar year (with unused amounts in any calendar year being usable, without duplication, in subsequent calendar years, provided that not more than $5.0 million of unused amounts from previous calendar years may be utilized in any single calendar year);

(5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if the Equity Interests represent a portion of the exercise price thereof and repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award;

(6) the payment of dividends on the Issuer’s common stock in an amount per year not to exceed $25 million;

(7) Restricted Payments made during any Suspension Period;

(8) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Common Stock of the Issuer pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; and

(9) other Restricted Payments of up to $25 million in the aggregate since the Issue Date;

provided that (a) in the case of any Restricted Payment pursuant to clause (6) or (9) above, no Default shall have occurred and be continuing or occur as a consequence thereof and (b) no issuance and sale of Qualified Equity Interests pursuant to clause (2) or (3) above shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on or in respect of its Equity Interests;

(b) make loans or advances or pay any Indebtedness or other obligation owed to the Issuer or any other Restricted Subsidiary; or

(c) transfer any of its assets to the Issuer or any other Restricted Subsidiary;

except for:

(1) encumbrances or restrictions existing under or by reason of applicable law;

(2) encumbrances or restrictions existing under the Indenture, the Notes and any Note Guarantees;

(3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business;

(4) encumbrances or restrictions existing under agreements existing on the date of the Indenture (including, without limitation, the Credit Agreement) as in effect on that date;

71

(5) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;

(6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under the Indenture to any Person pending the closing of such sale;

(7) any instrument governing Acquired Indebtedness or any agreement of any Person that was acquired after the Issue Date, in either case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

(8) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive in the aggregate than those in effect on the Issue Date pursuant to agreements in effect on the Issue Date;

(9) provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;

(10) Indebtedness incurred in compliance with the covenant described under “—Limitations on Additional Indebtedness” that impose restrictions of the nature described in clause (c) above on the assets acquired;

(11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (10) above; provided that such amendments or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more materially restrictive in the aggregate with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and

(12) encumbrances or restrictions incurred or entered into during any Suspension Period.

Limitations on Transactions with Affiliates

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary; and

(2) the Issuer delivers to the Trustee:

(a) with respect to any Affiliate Transaction involving aggregate value in excess of $5 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and that sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and

(b) with respect to any Affiliate Transaction involving aggregate value of $25 million or more, the certificate described in the preceding clause (a) and a written opinion as to the fairness of such Affiliate Transaction to the Issuer or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor.

The foregoing restrictions shall not apply to:

(1) transactions exclusively between or among (a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Issuer (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary;

(2) director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors;

72

(3) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Issuer and/or one or more Subsidiaries, on the one hand, and any other Person with which the Issuer or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Issuer or such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by the Issuer and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;

(4) loans and advances permitted by clause (3) of the definition of “Permitted Investments;”

(5) Restricted Payments which are made in accordance with the covenant described under ”—Limitations on Restricted Payments;”

(6) any transaction with an Affiliate to the extent involving Qualified Equity Interests;

(7) transactions with a Person that is an Affiliate solely because the Issuer or any Restricted Subsidiary owns Equity Interests in such Person; provided that no Affiliate of the Issuer (other than a Restricted Subsidiary) owns Equity Interests in such Person;

(8) any transaction with an Affiliate entered into during any Suspension Period;

(9) sales of Qualified Equity Interests for cash by the Issuer to an Affiliate;

(10) any agreement as in effect as of the Issue Date and disclosed in the Prospectus with respect to the initial Notes (including agreements disclosed by incorporation by reference therein) or any extension, amendment or modification thereto (so long as such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this covenant) or any transaction contemplated thereby;

(11) transactions between the Issuer or any Restricted Subsidiary and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by the Indenture;

(12) purchases and sales of raw materials or inventory in the ordinary course of business which satisfy the requirements set forth in clause (1) of the first paragraph of this covenant; or

(13) transactions with suppliers or purchasers for the sale or purchase of goods in the ordinary course of business which satisfy the requirements set forth in clause (1) of the first paragraph of this covenant.

Limitations on Liens

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, unless contemporaneously therewith:

(1) in the case of any Lien that ranks pari passu with the Notes or a Note Guarantee, effective provision is made to secure the Notes at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and

(2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

Limitations on Asset Sales

At any time other than during a Suspension Period, the Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

(1) the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and

73

(2) at least 75% of the total consideration received in such Asset Sale consists of cash or Cash Equivalents.

For purposes of clause (2), the following shall be deemed to be cash:

(a) the amount (without duplication) of any Indebtedness of the Issuer or such Restricted Subsidiary that is assumed (expressly or by operation of law) by the transferee in such Asset Sale and with respect to which the Issuer or such Restricted Subsidiary, as the case may be, is no longer liable,

(b) the amount of any obligations received from such transferee that are within 180 days converted by the Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and

(c) the Fair Market Value of any assets received by the Issuer or any Restricted Subsidiary to be used by it in the Permitted Business.

If at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this covenant.

If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or such Restricted Subsidiary shall, no later than 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to:

(1) satisfy all mandatory repayment obligations under the Credit Agreement arising by reason of such Asset Sale;

(2) repay any Indebtedness which was secured by the assets sold in such Asset Sale;

(3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets to be used by the Issuer or any Restricted Subsidiary in the Permitted Business; and/or

(4) in the case of any Restricted Subsidiary that is not a Guarantor, repay Indebtedness of such Restricted Subsidiary.

The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds equals or exceeds $20.0 million, the Issuer will be required to make an offer to purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows:

(1) the Issuer will (a) make an offer to purchase (a “Net Proceeds Offer”) to all Holders in accordance with the procedures set forth in the Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds;

(2) the offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in the Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness;

(3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased will be selected on a pro rata basis; and

74

(4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero.

To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of the Indenture.

In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with the covenant described under “—Limitations on Mergers, Amalgamations, Consolidations, Etc.,” the successor corporation shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose).

The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Limitations on Asset Sales” provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Limitations on Asset Sales” provisions of the Indenture by virtue of this compliance.

Limitations on Designation of Unrestricted Subsidiaries

The Issuer may designate any Subsidiary of the Issuer as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(1) no Default shall have occurred and be continuing after giving effect to such Designation; and

(2) the Issuer would be permitted to make an Investment in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date (and in the case of any Designation occurring during a Suspension Period, the Issuer could make such Investment if such Suspension Period were not then in effect).

No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Issuer or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates;

(3) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Issuer or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or any Restricted Subsidiary, and except to the extent the amount thereof constitutes a Restricted Payment permitted pursuant to the covenant described under “—Limitations on Restricted Payments.”

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is not permitted to be incurred under the covenant described under “—Limitations on Additional Indebtedness” or the Lien is not permitted under the covenant described under “—Limitations on Liens,” the Issuer shall be in default of the applicable covenant.

75

The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

(1) no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and

(2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of the Indenture.

All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of the Issuer, delivered to the Trustee certifying compliance with the foregoing provisions.

Limitations on Sale and Leaseback Transactions

The Issuer will not, and will not permit any Restricted Subsidiary to enter into any Sale and Leaseback Transaction; provided that the Issuer or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

(1) the Issuer or such Restricted Subsidiary could have (a) incurred the Indebtedness attributable to such Sale and Leaseback Transaction pursuant to the covenant described under “—Limitations on Additional Indebtedness” and (b) incurred a Lien on such assets pursuant to the covenant described under “—Limitations on Liens;” and

(2) the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the Fair Market Value of the asset that is the subject of such Sale and Leaseback Transaction.

Limitations on the Issuance or Sale of Equity Interests of Restricted Subsidiaries

At any time other than during a Suspension Period, the Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, sell or issue any shares of Equity Interests of any Restricted Subsidiary except (1) to the Issuer, a Restricted Subsidiary or the minority stockholders of any Restricted Subsidiary, on a pro rata basis, at Fair Market Value, (2) to the extent such shares represent directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Wholly-Owned Restricted Subsidiary or (3) to a third party to the extent the Issuer would be permitted to make an Investment in the remaining Equity Interests of such Restricted Subsidiary pursuant to the covenant described under “—Limitation on Restricted Payments.” The sale of all the Equity Interests of any Restricted Subsidiary is permitted by this covenant but is subject to the covenant described under “—Limitations on Asset Sales.”

Limitations on Mergers, Amalgamations, Consolidations, Etc.

The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate, merge or amalgamate with or into (other than a merger, amalgamation or plan of arrangement with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of incorporation to a State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case:

(1) either:

(a) the Issuer will be the surviving or continuing Person; or

(b) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Issuer under the Notes, the Indenture and the Registration Rights Agreement;

(2) at any time other than during a Suspension Period, immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and

76

(3) at any time other than during a Suspension Period, immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, the Issuer or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception.

For purposes of this covenant, any Indebtedness of the Successor which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Except as provided in the fourth paragraph under the caption “—Note Guarantees,” no Guarantor may consolidate or amalgamate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, unless:

(1) either:

(a) such Guarantor will be the surviving or continuing Person; or

(b) the Person formed by or surviving any such consolidation or merger, amalgamation or plan of arrangement assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Note Guarantee of such Guarantor, the Indenture and the Registration Rights Agreement; and

(2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Upon any consolidation, combination, merger or amalgamation of the Issuer or a Guarantor, or any transfer of all or substantially all of the assets of the Issuer in accordance with the foregoing, in which the Issuer or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under the Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Guarantor and, except in the case of a conveyance, transfer or lease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Notes, the Indenture and its Note Guarantee, if applicable.

Notwithstanding the foregoing, any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary.

Additional Note Guarantees

If any Restricted Subsidiary that is not a Guarantor incurs any Indebtedness (other than Indebtedness owing to the Issuer or another Restricted Subsidiary), including any guarantee of any Indebtedness of the Issuer or a Restricted Subsidiary (other than a guarantee of Indebtedness owing to the Issuer or a Restricted Subsidiary), then the Issuer shall cause such Restricted Subsidiary to:

(1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall issue a Note Guarantee; and

(2) deliver to the Trustee an opinion of counsel (which may contain customary exceptions) that such supplemental indenture and Note Guarantee have been duly authorized, executed and delivered by such Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Restricted Subsidiary.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of the Indenture. The Issuer may cause any other Restricted Subsidiary of the Issuer to issue a Note Guarantee and become a Guarantor. At any time the Indebtedness or guarantee of Indebtedness referred to above is repaid or released without further obligation by such Restricted Subsidiary, such Restricted

77

Subsidiary need no longer be a Guarantor for purposes of this covenant, and the Trustee shall promptly execute such documents and instrument as the Issuer or such Restricted Subsidiary may request to evidence the termination of the applicable Guarantee.

The Issuer and its Restricted Subsidiaries shall not be required to comply with the provisions of this covenant during any Suspension Period.

Reports

Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and to the holders of the Notes (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file these forms, including a “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file these reports.

In addition, whether or not required by the SEC, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstanding, the Issuer will furnish to the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default

Each of the following is an “Event of Default”:

(1) failure by the Issuer to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;

(2) failure by the Issuer to pay the principal on any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise;

(3) failure by the Issuer to comply with any of its agreements or covenants described above under “—Certain Covenants—Limitations on Mergers, Amalgamations, Consolidations, Etc.,” or in respect of its obligations to make a Change of Control Offer as described above under “—Change of Control;”

(4) failure by the Issuer to comply with any other agreement or covenant in the Indenture and continuance of this failure for 45 days after notice of the failure has been given to the Issuer by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

(5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of the Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default:

(a) is caused by a failure to pay when due principal on such Indebtedness within the applicable express grace period,

(b) results in the acceleration of such Indebtedness prior to its express final maturity or

(c) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and

78

in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing, aggregates $25 million or more;

(6) one or more final and non-appealable judgments or orders that exceed $25 million in the aggregate (net of amounts covered by insurance or bonded or paid) for the payment of money have been entered by a court or courts of competent jurisdiction against the Issuer or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;

(7) the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(c) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

(d) makes a general assignment for the benefit of its creditors;

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Issuer or any Significant Subsidiary as debtor in an involuntary case,

(b) appoints a Custodian of the Issuer or any Significant Subsidiary or a Custodian for all or substantially all of the assets of the Issuer or any Significant Subsidiary, or

(c) orders the liquidation of the Issuer or any Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 days; or

(9) any Note Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and the Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and the Note Guarantee).

If an Event of Default (other than an Event of Default specified in clause (7) or (8) above with respect to the Issuer), shall have occurred and be continuing under the Indenture, the Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in the Indenture. If an Event of Default specified in clause (7) or (8) with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice.

The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with “—Certain Covenants—Limitations on Mergers, Amalgamations, Consolidations, Etc.,” the Trustee shall be protected in withholding such notice if and so long as a committee of its trust officers in good faith determines that the withholding of such notice is in the interest of the Holders.

No Holder will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless the Trustee:

(1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding;

79

(2) has been offered indemnity satisfactory to it in its reasonable judgment; and

(3) has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of or interest on such Note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of the first paragraph of this “—Events of Default” section).

The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture and, upon any Officer of the Issuer becoming aware of any Default, a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Legal Defeasance and Covenant Defeasance

The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes (“Legal Defeasance”). Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and the Note Guarantees, and the Indenture shall cease to be of further effect as to all outstanding Notes and Note Guarantees, except as to

(1) rights of Holders to receive payments in respect of the principal of and interest on the Notes when such payments are due from the trust funds referred to below,

(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,

(3) the rights, powers, trust, duties, and immunities of the Trustee, and the Issuer’s obligation in connection therewith, and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors released with respect to most of the covenants under the Indenture, except as described otherwise in the Indenture (“Covenant Defeasance”), and thereafter any omission to comply with such obligations shall not constitute a Default. In the event Covenant Defeasance occurs, certain Events of Default (not including non-payment and, solely for a period of 91 days following the deposit referred to in clause (1) of the next paragraph, bankruptcy, receivership, rehabilitation and insolvency events) will no longer apply. Covenant Defeasance will not be effective until such bankruptcy, receivership, rehabilitation and insolvency events no longer apply. The Issuer may exercise its Legal Defeasance option regardless of whether it previously exercised Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment) in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest on the Notes on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes, and the Holders must have a valid, perfected, exclusive security interest in such trust,

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

(a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or

(b) since the date of the Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon this opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal Defeasance and will be subject to U.S.

80

federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred,

(4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing),

(5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound,

(6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others, and

(7) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that the conditions provided for in, in the case of the Officers’ Certificate, clauses (1) through (6) and, in the case of the opinion of counsel, clauses (1) (with respect to the validity and perfection of the security interest), (2) and/or (3) and (5) of this paragraph have been complied with.

If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then our obligations and the obligations of Guarantors under the Indenture will be revived and no such defeasance will be deemed to have occurred.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes, which shall survive until all Notes have been canceled) as to all outstanding Notes when the Issuer has paid all sums payable by it under the Indenture and either

(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the Trustee for cancellation, or

(2) (a) all Notes not delivered to the Trustee for cancellation otherwise have become due and payable or have been called for redemption pursuant to the provisions described under “—Optional Redemption,” and the Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, and

(b) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an opinion of counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

Transfer and Exchange

A Holder will be able to register the transfer of or exchange Notes only in accordance with the provisions of the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Without the prior consent of the Issuer, the Registrar is not required (1) to

81

register the transfer of or exchange any Note selected for redemption, (2) to register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or (3) to register the transfer or exchange of a Note between a record date and the next succeeding interest payment date.

The Notes will be issued in registered form and the registered Holder will be treated as the owner of such Note for all purposes.

Amendment, Supplement and Waiver

Subject to certain exceptions, the Indenture or the Notes may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default under, or compliance with any provision of, the Indenture may be waived (other than any continuing Default in the payment of the principal or interest on the Notes) with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding; provided that:

(a) no such amendment may, without the consent of the Holders of two-thirds in aggregate principal amount of Notes then outstanding, amend the obligation of the Issuer under the heading “—Change of Control” or the related definitions that could adversely affect the rights of any Holder; and

(b) without the consent of each Holder affected, the Issuer and the Trustee may not:

(1) change the maturity of any Note;

(2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of the Notes;

(3) reduce any premium payable upon optional redemption of the Notes, change the date on which any Notes are subject to redemption or otherwise alter the provisions with respect to the redemption of the Notes;

(4) make any Note payable in money or currency other than that stated in the Notes;

(5) modify or change any provision of the Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders;

(6) reduce the percentage of Holders necessary to consent to an amendment or waiver to the Indenture or the Notes;

(7) impair the rights of Holders to receive payments of principal of or interest on the Notes;

(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or the Indenture, except as permitted by the Indenture; or

(9) make any change in these amendment and waiver provisions.

Notwithstanding the foregoing, the Issuer and the Trustee may amend the Indenture, the Note Guarantees or the Notes without the consent of any Holder, to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuer’s obligations to the Holders in the case of a merger or acquisition, to release any Guarantor from any of its obligations under its Note Guarantee or the Indenture (to the extent permitted by the Indenture), to make any change that does not materially adversely affect the rights of any Holder or, in the case of the Indenture, to maintain the qualification of the Indenture under the Trust Indenture Act.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor will have any liability for any obligations of the Issuer under the Notes or the Indenture or of any Guarantor under its Note Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and

82

release are part of the consideration for issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. It is the view of the SEC that this type of waiver is against public policy.

Concerning the Trustee

Wilmington Trust Company is the Trustee under the Indenture and has been appointed by the Issuer as Registrar and Paying Agent with regard to the Notes. The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain assets received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (as defined in the Indenture), it must eliminate such conflict or resign.

The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that, in case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee.

Governing Law

The Indenture, the Notes and the Note Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms.

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary) existing at the time such Person is merged with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“amend” means to amend, supplement, restate, amend and restate or otherwise modify; and “amendment” shall have a correlative meaning.

“asset” means any asset or property.

“Asset Acquisition” means

(1) an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer, or

(2) the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

83

“Asset Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Issuer or any Restricted Subsidiary to any Person other than the Issuer or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or a merger or consolidation) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of the Issuer or any of its Restricted Subsidiaries other than in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include:

(1) transfers of cash or Cash Equivalents;

(2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, the covenant described under “—Certain Covenants—Limitations on Mergers, Amalgamations, Consolidations, Etc.;”

(3) Permitted Investments and Restricted Payments permitted under the covenant described under “—Certain Covenants—Limitations on Restricted Payments;”

(4) the creation or realization of any Permitted Lien;

(5) transfers of damaged, worn-out or obsolete equipment or assets that, in the Issuer’s reasonable judgment, are no longer used or useful in the business of the Issuer or its Restricted Subsidiaries;

(6) sales of accounts receivable of the type specified in the definition of “Qualified Securitization Transaction” to a Securitization Entity; and

(7) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $5 million.

“Attributable Indebtedness,” when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the implied rate in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar U.S. federal or state law for the relief of debtors.

“Board of Directors” means, with respect to any Person, the board of directors or comparable governing body of such Person.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required by law to close.

“Capitalized Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means:

(1) marketable obligations with a maturity of 360 days or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof);

(2) demand and time deposits and certificates of deposit or acceptances with a maturity of 180 days or less of any U.S. financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million and assigned at least a “B” rating by Thomson Financial BankWatch;

(3) commercial paper maturing no more than 180 days from the date of purchase thereof issued by a corporation that is not the Issuer or an Affiliate of the Issuer, and is organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-2 by S&P, or at least P-2 by Moody’s;

84

(4) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial bank meeting the specifications of clause (2) above; and

(5) investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause that person or group shall be deemed to have “beneficial ownership” of all securities that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock representing more than 50% of the voting power of the total outstanding Voting Stock of the Issuer;

(2) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election to such Board of Directors or whose nomination for election by the stockholders of the Issuer was approved by a vote of the majority of the directors of the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Issuer;

(3) (a) all or substantially all of the assets of the Issuer and the Restricted Subsidiaries are sold or otherwise transferred to any Person other than a Wholly-Owned Restricted Subsidiary or (b) the Issuer consolidates or merges with or into another Person or any Person consolidates or merges with or into the Issuer, in either case under this clause (3), in one transaction or a series of related transactions in which immediately after the consummation thereof Persons owning Voting Stock representing in the aggregate a majority of the total voting power of the Voting Stock of the Issuer immediately prior to such consummation do not own Voting Stock representing a majority of the total voting power of the Voting Stock of the Issuer or the surviving or transferee Person; or

(4) the Issuer shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Issuer.

“Consolidated Amortization Expense” for any period means the amortization expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Cash Flow” for any period means, without duplication, the sum of the amounts for such period of

(1) Consolidated Net Income, plus

(2) in each case only to the extent deducted in determining Consolidated Net Income and with respect to the portion of Consolidated Net Income attributable to any Restricted Subsidiary that is not a Guarantor only if a corresponding amount would be permitted at the date of determination to be distributed to the Issuer by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders,

(a) Consolidated Income Tax Expense,

(b) Consolidated Amortization Expense (but only to the extent not included in Consolidated Fixed Charges),

(c) Consolidated Depreciation Expense (but only to the extent not included in Consolidated Fixed Charges),

(d) Consolidated Fixed Charges, and

(e) all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period,

in each case determined on a consolidated basis in accordance with GAAP, minus

85

(3) the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income (excluding any non-cash items which will be received in cash or resulted in or will result in cash savings in current or future periods) for such period.

“Consolidated Current Liabilities” as of the date of determination means the aggregate amount of liabilities of the Issuer and its Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), on a consolidated basis, after eliminating:

(1) all intercompany items between the Issuer and any Restricted Subsidiary, and

(2) all current maturities of long-term Indebtedness, all as determined in accordance with GAAP consistently applied.

“Consolidated Depreciation Expense” for any period means the depreciation expense and depletion expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means the ratio of Consolidated Cash Flow during the most recent four consecutive full fiscal quarters for which financial statements are publicly available (the “Four-Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) to Consolidated Fixed Charges for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow and Consolidated Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1) the incurrence of any Indebtedness or the issuance of any Preferred Stock of the Issuer or any Restricted Subsidiary (and the application of the proceeds therefrom) and any repayment of other Indebtedness or redemption of other Preferred Stock (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(2) any Asset Sale or other disposition or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) associated with any such Asset Acquisition) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition or other disposition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period.

If the Issuer or any Restricted Subsidiary directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if the Issuer or such Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness.

In calculating Consolidated Fixed Charges for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed Charge Coverage Ratio:

(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

(2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and

(3) notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

86

“Consolidated Fixed Charges” for any period means the sum, without duplication, of the total interest expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and shall also include, without duplication,

(1) imputed interest on Capitalized Lease Obligations, obligations under conditional sale and other title retention programs and Attributable Indebtedness,

(2) commissions and discounts owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings,

(3) the net costs associated with Hedging Obligations of the type described in clause (1) of the definition thereof,

(4) amortization of debt issuance costs and debt discount or premium (other than write-offs resulting from the acceleration of deferred financing costs),

(5) the interest portion of any deferred payment obligations,

(6) all other non-cash interest expense,

(7) capitalized interest,

(8) the product of (a) all dividend payments on any series of Preferred Stock of the Issuer or any Restricted Subsidiary (other than any such Preferred Stock held by the Issuer or a Wholly-Owned Restricted Subsidiary), to the extent not deductible or creditable for tax purposes multiplied by (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of the Issuer and the Restricted Subsidiaries, expressed as a decimal,

(9) all interest payable with respect to discontinued operations,

(10) all interest on any Indebtedness of any other Person guaranteed by the Issuer or any Restricted Subsidiary but solely to the extent such Person is in default under such Indebtedness or such interest is currently payable by the Issuer or any Restricted Subsidiary, and

(11) all interest payable with respect to any Indebtedness (other than any such Indebtedness held by the Issuer or a Wholly-Owned Restricted Subsidiary) of the Issuer or any Restricted Subsidiary to the extent such Indebtedness is treated as equity in accordance with GAAP;

provided that, notwithstanding the foregoing, any interest or dividends of the type described in this definition shall be excluded from Consolidated Fixed Charges to the extent paid in shares of the Issuer’s Qualified Equity Interests.

“Consolidated Income Tax Expense” for any period means the provision for taxes of the Issuer and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” for any period means the net income (or loss) of the Issuer and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(1) the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Issuer and the Restricted Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Issuer or any of its Restricted Subsidiaries during such period;

(2) except to the extent includible in the consolidated net income of the Issuer pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Issuer or any Restricted Subsidiary;

87

(3) the net income of any Restricted Subsidiary that is not a Guarantor during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period, except that the Issuer’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income;

(4) for the purposes of calculating the Restricted Payments Basket only, in the case of a successor to the Issuer by consolidation, merger or transfer of its assets, any income (or loss) of the successor prior to such merger, consolidation or transfer of assets;

(5) other than for purposes of calculating the Restricted Payments Basket, any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by the Issuer or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Issuer or any Restricted Subsidiary or (b) any asset sale by the Issuer or any Restricted Subsidiary; and

(6) other than for purposes of calculating the Restricted Payments Basket, any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such extraordinary gain (or the tax effect of any such extraordinary loss), realized by the Issuer or any Restricted Subsidiary during such period.

In addition, any return of capital with respect to an Investment that increased the Restricted Payments Basket pursuant to clause (3)(d) of the first paragraph under “—Certain Covenants—Limitations on Restricted Payments” or decreased the amount of Investments outstanding pursuant to clause (12) of the definition of “Permitted Investments” shall be excluded from Consolidated Net Income for purposes of calculating the Restricted Payments Basket.

“Consolidated Net Tangible Assets” as of any date of determination, means the total amount of assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) which would appear on a consolidated balance sheet of the Issuer and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, and after giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the amounts of:

(1) minority interests in consolidated Subsidiaries held by Persons other than the Issuer or a Restricted Subsidiary;

(2) excess of cost over fair value of assets of businesses acquired, as determined in good faith by the Board of Directors of the Issuer;

(3) any revaluation or other write-up in book value of assets subsequent to the Issue Date as a result of a change in the method of valuation in accordance with GAAP consistently applied;

(4) unamortized debt discount and expenses and other unamortized deferred financing charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization expenses and other intangible items;

(5) treasury stock;

(6) cash set apart and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Equity Interests to the extent such obligation is not reflected in Consolidated Current Liabilities; and

(7) Investments in and assets of Unrestricted Subsidiaries (other than the Fair Market Value of Investments in Securitization Entities).

“Coverage Ratio Exception” has the meaning set forth in the proviso in the first paragraph of the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness.”

“Credit Agreement” means one or more debt facilities, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder), and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of borrowings or other Indebtedness

88

outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement or agreements, and any successor or replacement agreement or agreements with the same or any other agents, creditor, lender or group of creditors or lenders.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Designation” has the meaning given to this term in the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.”

“Designation Amount” has the meaning given to this term in the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.”

“Disqualified Equity Interests” of any Person means any Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that is not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the Issuer to redeem such Equity Interests upon the occurrence of a change in control occurring prior to the final maturity date of the Notes shall not constitute Disqualified Equity Interests if the change in control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions described under “—Change of Control” and such Equity Interests specifically provides that the Issuer will not redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Notes as required pursuant to the provisions described under “—Change of Control.”

“Dissolving Subsidiaries” means Massey Coal Capital Corporation; Massey Capital Management Corporation; Sprouse Creek Venture Capital Corp.; Preferred Management Capital Corp.; MonongahelaVenture Capital Corp.; New River Capital Corp.; Marshall Venture Capital Corp.; and Bluestone Venture Capital Corp.

“Eastman Facility Assets” means the coal handling facility constructed by Tennessee Energy Corp. at Eastman Chemical Company’s Kingsport, Tennessee plant, and all locomotive(s), all equipment, parts and supplies incorporated into such facility by Tennessee Energy Corp. and all integrally related tangible and intangible assets, including leases, coal handling agreements, service agreements and transportation agreements.

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person; provided, however, that Equity Interests shall not be deemed to include stock appreciation rights, phantom shares or similar rights granted to employees, officers or directors of the Issuer and Restricted Subsidiaries pursuant to the Issuer’s compensation plans and programs.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by the Board of Directors of the Issuer or a duly authorized committee thereof, as evidenced by a resolution of such Board or committee.

89

“GAAP” means generally accepted accounting principles in the United States, as in effect on the date of the Indenture.

“guarantee” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). “guarantee,” when used as a verb, and “guaranteed” have correlative meanings.

“Guarantors” means each Restricted Subsidiary of the Issuer that is required to become a Guarantor by the terms of the Indenture, in each case, until such Person is released from its Note Guarantee.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement, (2) foreign exchange contracts, currency swap agreements or other similar agreement or arrangement, or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“Holder” means any registered holder, from time to time, of the Notes.

“incur” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or, indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have been incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Indebtedness.

“Indebtedness” of any Person at any date means, without duplication:

(1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto);

(4) all obligations of such Person to pay the deferred and unpaid purchase price of assets;

(5) the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person;

(6) all Capitalized Lease Obligations of such Person;

(7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

(8) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the Issuer’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis;

(9) all Attributable Indebtedness;

(10) all Hedging Obligations of such Person; and

(11) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.

90

For the avoidance of doubt, “Indebtedness” of any Person shall not include:

(i) current trade payables incurred in the ordinary course of business and payable in accordance with customary practices;

(ii) deferred tax obligations;

(iii) minority interest;

(iv) uncapitalized interest;

(v) obligations in respect of reclamation, workers compensation, including black lung, pension and retiree health care;

(vi) non-interest bearing installment obligations and accrued liabilities incurred in the ordinary course of business;

(vii) obligations arising under operating leases; and

(viii) obligations of the Issuer or any Restricted Subsidiary pursuant to contracts for, or options, puts or similar arrangements relating to, the purchase of raw materials or the sale of inventory at a time in the future entered into in the ordinary course of business.

Any Indebtedness which is incurred at a discount to the principal amount at maturity thereof shall be deemed to have been incurred at the full principal amount at maturity thereof. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum fixed redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to the Indenture.

“Independent Director” means a director of the Issuer who

(1) has no financial interest in the transaction at issue;

(2) does not have any material financial interest in the Issuer or any of its Affiliates (other than as a result of holding securities of the Issuer); and

(3) has not and whose Affiliates have not, at any time during the twelve months prior to the taking of any action hereunder received, or entered into any understanding or agreement to receive, any compensation, payment or other benefit from the Issuer or any of its Affiliates, other than directors’ fees for serving on the Board of Directors of the Issuer or any Affiliate and reimbursement of out-of-pocket expenses for attendance at the Issuer’s or Affiliate’s board and board committee meetings.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Issuer’s Board of Directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Issuer and its Affiliates.

“interest” means, with respect to the Notes, interest and Additional Interest, if any, on the Notes.

“Investment Grade” designates a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such ratings by S&P or Moody’s.

91

“Investments” of any Person means:

(1) all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;

(2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person;

(3) all other items that would be classified as investments (including purchases of assets outside the ordinary course of business) on a balance sheet of such Person prepared in accordance with GAAP; and

(4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.” If the Issuer or any Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Subsidiary not sold or disposed of, which amount shall be determined by the Board of Directors. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in the third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in the third Person. Notwithstanding the foregoing, purchases or redemptions of Equity Interests or debt instruments of the Issuer or any wholly-owned Subsidiary shall be deemed not to be Investments.

“Issue Date” means the date on which the Notes are originally issued.

“Joint Venture Subsidiary” means CoalSolv, LLC, a Virginia limited liability company.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell, and any filing of, or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Available Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of

(1) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel, accountants and investment banks) of such Asset Sale;

(2) provisions for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);

(3) amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon;

(4) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and

(5) appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers’ Certificate delivered to the Trustee; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds;

92

provided, that the term “Net Available Proceeds” shall not include the proceeds of any Asset Sale entered into during any Suspension Period.

“Non-Recourse Debt” means Indebtedness of an Unrestricted Subsidiary:

(1) as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Issuer or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the Equity Interests or assets of the Issuer or any Restricted Subsidiary.

“Obligation” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means any of the following of the Issuer: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

“Officers’ Certificate” means a certificate signed by two Officers.

“Outstanding Receivables Amount” means the sum of (i) the aggregate uncollected balances of the receivables transferred in Qualified Securitization Transactions (the “Transferred Receivables”) plus (ii) the aggregate amount of all collections on Transferred Receivables theretofore received by the seller but not yet remitted to the Issuer or a Restricted Subsidiary.

“Pari Passu Indebtedness” means any Indebtedness of the Issuer or any Guarantor that ranks pari passu as to payment with the Notes or the Note Guarantees, as applicable.

“Permitted Business” means coal production, coal mining, coal brokering, coal transportation, mine development, power marketing, electricity generation, power/energy sales and trading, energy transactions/asset restructurings, risk management products associated with energy, fuel/power integration and other energy-related businesses, ash disposal, environmental remediation and development of related real estate assets, coal, natural gas, petroleum or other fossil fuel exploration, production, marketing, transportation and distribution and other related businesses and activities of the Company and its Subsidiaries, as of the date of the indenture and any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Investment” means:

(1) Investments by the Issuer or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) in any Person that is or will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Issuer or a Restricted Subsidiary;

(2) Investments in the Issuer by any Restricted Subsidiary;

(3) loans and advances to directors, employees and officers of the Issuer and the Restricted Subsidiaries for bona fide business purposes not in excess of $5.0 million at any one time outstanding;

(4) Hedging Obligations incurred pursuant to clause (4) of the second paragraph under the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness;”

(5) Cash Equivalents;

93

(6) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(7) Investments in securities of trade creditors or customers received pursuant to any plan of compromise, arrangement or reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(8) Investments made by the Issuer or any Restricted Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with the covenant described under “—Certain Covenants—Limitations on Asset Sales;”

(9) lease, utility and other similar deposits in the ordinary course of business;

(10) Investments made by the Issuer or a Restricted Subsidiary for consideration consisting only of Qualified Equity Interests of the Issuer;

(11) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments;

(12) Investments in joint ventures in an aggregate amount not to exceed at any one time outstanding 5% of Consolidated Net Tangible Assets;

(13) any Investment by the Issuer or a Restricted Subsidiary in a Securitization Entity; provided that such Investment is in the form of a Purchase Money Note or an equity interest or interests in accounts receivable generated by the Issuer or any of its Restricted Subsidiaries;

(14) any Investment existing on the date of the indenture (an “Existing Investment”) and any Investment that replaces, refinances or refunds an Existing Investment, provided that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;

(15) guarantees (including Guarantees) of Indebtedness permitted under the covenant “—Certain Covenants—Limitations on Additional Indebtedness;” and

(16) other Investments in an aggregate amount not to exceed $50 million at any one time outstanding.

The amount of Investments outstanding at any time shall be deemed to be reduced:

(a) upon the disposition or repayment of or return on any Investment, by an amount equal to the return of capital with respect to such Investment to the Issuer or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and

(b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding.

“Permitted Liens” means the following types of Liens:

(1) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Issuer or the Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(2) Liens imposed by law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, landlords’, lessor’s, materialmen’s, employees’, laborers’, employers’, suppliers’, banks’, repairmen’s and other like Liens;

94

(3) Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(4) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(5) judgment Liens not giving rise to a Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which the proceedings may be initiated has not expired;

(6) easements, rights-of-way, zoning restrictions and other similar charges, restrictions or encumbrances in respect of real property, reservations (including severances, leases or reservations of oil, gas, coal, minerals or water rights) or immaterial imperfections of title and any and all matters and exceptions to title that are or would be shown on a title insurance policy or a lawyer’s title opinion, in each case which do not, in the aggregate, impair in any material respect the ordinary conduct of the business of the Issuer and the Restricted Subsidiaries taken as a whole;

(7) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof;

(8) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuer or any Restricted Subsidiary, including rights of offset and setoff;

(9) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by the Issuer or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(10) contract mining agreements and leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Issuer or any Restricted Subsidiary;

(11) Liens arising from filing Uniform Commercial Code financing statements regarding leases or subleases;

(12) Liens securing all of the Notes and Liens securing any Note Guarantee;

(13) Liens existing on the Issue Date securing Indebtedness outstanding on the Issue Date;

(14) Liens in favor of the Issuer or any Restricted Subsidiary;

(15) Liens securing Indebtedness and other obligations under the Credit Agreement;

(16) Liens securing Purchase Money Indebtedness and Liens securing Capitalized Lease Obligations to the extent such Liens do not extend to any property or assets other than the property or assets acquired with proceeds of such Indebtedness;

(17) Liens securing Acquired Indebtedness permitted to be incurred under the Indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary;

(18) Liens on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Issuer or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof);

95

(19) Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in this definition; provided that in each case such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof);

(20) Liens existing on the Issue Date;

(21) Liens on accounts receivable, inventory, books, records and supporting obligations, contracts and other rights related thereto and Cash Equivalents securing Hedging Obligations incurred in compliance with clause (4) of the covenant described under “—Limitations on Additional Indebtedness;”

(22) the right reserved to or vested in any governmental entity by any statutory provisions, or by the terms of any lease, license, franchise, grant or permit of the Person, to terminate any such lease, license, franchise, grant or permit or to require annual or other payments as a condition to the continuance thereof;

(23) any Liens resulting from security given to a public utility or governmental entity when required by such utility or governmental entity in connection with the operation of the business of such Person;

(24) covenants restricting or prohibiting access to or from real property abutting on controlled access highways, which do not adversely impair in any material respect the use of the real property concerned in the operation of the business conducted on such real property;

(25) Liens arising or that may be deemed to arise on accounts receivable, books, records and contracts, supporting obligations and other rights related thereto in favor of a Securitization Entity arising in connection with a Qualified Securitization Transaction;

(26) Liens to secure Attributable Indebtedness, that qualifies as Purchase Money Indebtedness permitted to be incurred under the indenture; provided that any such Lien shall not extend to or cover any assets of the Issuer or any Restricted Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred;

(27) attachment or judgment Liens not giving rise to a Default and which are being contested in good faith by appropriate proceedings;

(28) any option, contract or other agreement to sell an asset; provided such sale is not otherwise prohibited under the indenture;

(29) Liens on Cash and Cash Equivalents of up to $205 million securing letters of credit of the types described under clause (6) of the definition of Permitted Indebtedness;

(30) Liens on Eastman Facility Assets and Westvaco Facility Assets; and

(31) Liens incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary with respect to obligations that do not in the aggregate exceed at any one time outstanding 5% of Consolidated Net Tangible Assets.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other preferred or preference equity interests (however designated) of such Person whether now outstanding or issued after the Issue Date.

96

“principal” means, with respect to the Notes, the principal of, and premium, if any, on the Notes.

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of the Issuer or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the Issuer or any Restricted Subsidiary or the cost of installation, construction or improvement thereof; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost, (2) such Indebtedness shall not be secured by any asset other than the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property to which such asset is attached and (3) such Indebtedness shall be incurred within 90 days after such acquisition of such asset by the Issuer or such Restricted Subsidiary or such installation, construction or improvement.

“Purchase Money Note” means a promissory note evidencing a line of credit, which may be irrevocable, from, or evidencing other Indebtedness owed to, the Issuer or any of its Restricted Subsidiaries in connection with a Qualified Securitization Transaction, which note shall be repaid from cash available to the maker of such note, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

“Qualified Equity Interests” means Equity Interests of the Issuer other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of the Issuer or financed, directly or indirectly, using funds (1) borrowed from the Issuer or any Subsidiary of the Issuer until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by the Issuer or any Subsidiary of the Issuer (including, without limitation, in respect of any employee stock ownership or benefit plan).

“Qualified Equity Offering” means the issuance and sale of Qualified Equity Interests of the Issuer to Persons other than any Permitted Holder or any other Person who is not, prior to such issuance and sale, an Affiliate of the Issuer.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuer, any Restricted Subsidiary or a Securitization Entity pursuant to which the Issuer or such Restricted Subsidiary or that Securitization Entity may, pursuant to customary terms, sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (1) a Securitization Entity or the Issuer or any Restricted Subsidiary which subsequently transfers to a Securitization Entity (in the case of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other Person (in the case of transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired in the future) of the Issuer or any Restricted Subsidiary which arose in the ordinary course of business of the Issuer or such Restricted Subsidiary, and any assets related thereto, including, books, records, and supporting obligations, contracts and other rights relating thereto which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Rating Agencies” means S&P and Moody’s.

“redeem” means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a correlative meaning; provided that this definition shall not apply for purposes of “—Optional Redemption.”

“Redesignation” has the meaning given to such term in the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.”

“refinance” means to refinance, repay, prepay, replace, renew or refund.

“Refinancing Indebtedness” means Indebtedness of the Issuer or a Restricted Subsidiary issued in exchange for, or the net proceeds from the issuance and sale or disbursement of which are used substantially concurrently to redeem or refinance in whole or in part, or constituting an amendment of, any Indebtedness of the Issuer or any Restricted Subsidiary (the “Refinanced Indebtedness”) in an amount not in excess of the amount of the Refinanced Indebtedness so repaid or amended plus costs and expenses associated therewith (or, if such Refinancing Indebtedness refinances Indebtedness under a revolving credit facility or other agreement providing a commitment for subsequent borrowings, with a maximum commitment not to exceed the maximum commitment under such revolving credit facility or other agreement); provided that:

(1) the Refinancing Indebtedness is the obligation of the same Person as that of the Refinanced Indebtedness;

97

(2) if the Refinanced Indebtedness was subordinated to or pari passu with the Notes or the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is expressly pari passu with (in the case of Refinanced Indebtedness that was pari passu with) or subordinate in right of payment to (in the case of Refinanced Indebtedness that was subordinated to) the Notes or the Note Guarantees, as the case may be;

(3) the Refinancing Indebtedness is scheduled to mature either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the Notes;

(4) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of the Notes; and

(5) the Refinancing Indebtedness is secured only to the extent, if at all, and by the assets, that the Refinanced Indebtedness being repaid or amended is secured.

“Restricted Payment” means any of the following:

(1) the declaration or payment of any dividend or any other distribution on Equity Interests of the Issuer or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities a such) of Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer but excluding (a) dividends or distributions payable solely in Qualified Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Issuer or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;

(2) the redemption of any Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer but excluding any such Equity Interests held by the Issuer or any Restricted Subsidiary;

(3) any Investment other than a Permitted Investment; or

(4) any redemption prior to 91 days before the scheduled maturity or prior to 91 days before any scheduled repayment of principal or sinking fund payment, as the case may be, in respect of Subordinated Indebtedness.

“Restricted Payments Basket” has the meaning given to such term in the first paragraph of the covenant described under “—Certain Covenants—Limitations on Restricted Payments.”

“Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors.

“Sale and Leaseback Transactions” means with respect to any Person an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset.

“SEC” means the U.S. Securities and Exchange Commission.

“Secretary’s Certificate” means a certificate signed by the Secretary of the Issuer.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securitization Entity” means any Unrestricted Subsidiary or Person that is not a Subsidiary of the Company, in each case that is exclusively engaged in Qualified Securitization Transactions and activities relating directly thereto.

98

“Significant Subsidiary” means (1) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under “—Events of Default” has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

“Subordinated Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary that is subordinated in right of payment to the Notes or the Note Guarantees, respectively.

“Subsidiary” means, with respect to any Person:

(1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Suspension Period” means any period in which the Notes are rated Investment Grade by both Rating Agencies and no Default or Event of Default has occurred and is continuing under the Indenture.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Unrestricted Subsidiary” means (1) as of the Issue Date, the Dissolving Subsidiaries, the Joint Venture Subsidiary and any Securitization Entity in existence as of the Issue Date, (2) any other Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the

Issuer in accordance with the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries” and (3) any other Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means direct non-callable obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Voting Stock” with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.

“Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.

“Westvaco Facility Assets” means the coal handling facility constructed at Westvaco Corporation’s Covington, Virginia plant, including all assets necessary to operate such coal handling facility, and all integrally related tangible and intangible assets, including leases, coal handling agreements, service agreements and transportation agreements.

“Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Issuer or through one or more Wholly-Owned Restricted Subsidiaries.

99

Book-Entry, Delivery and Form of Securities

The Notes will be represented by one or more global notes (the “Global Notes”) in definitive form. The Global Notes will be deposited on the Issue Date with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC (such nominee being referred to herein as the “Global Note Holder”). DTC will maintain the Notes in denominations of $1,000 and integral multiples thereof through its book-entry facilities.

DTC has advised the Issuer as follows:

DTC is a limited-purpose trust company that was created to hold securities for its participating organizations, including Euroclear and Clearstream (collectively, the “Participants” or the “Depositary’s Participants”), and to facilitate the clearance and settlement of transactions in these securities between Participants through electronic book-entry changes in accounts of its Participants. The Depositary’s Participants include securities brokers and dealers (including the initial purchasers), banks and trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants” or the “Depositary’s Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Depositary’s Participants or the

Depositary’s Indirect Participants. Pursuant to procedures established by DTC, ownership of the Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of the Depositary’s Participants) and the records of the Depositary’s Participants (with respect to the interests of the Depositary’s Indirect Participants).

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the Notes will be limited to such extent.

So long as the Global Note Holder is the registered owner of any Notes, the Global Note Holder will be considered the sole Holder of outstanding Notes represented by such Global Notes under the Indenture. Except as provided below, owners of Notes will not be entitled to have Notes registered in their names and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any directions, instructions, or approvals to the Trustee thereunder. None of the Issuer, the Guarantors or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such Notes.

Payments in respect of the principal of, premium, if any, and interest on any Notes registered in the name of a Global Note Holder on the applicable record date will be payable by the Trustee to or at the direction of such Global Note Holder in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee may treat the persons in whose names any Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither the Issuer or the Trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of Notes (including principal, premium, if any, and interest). The Issuer believes, however, that it is currently the policy of DTC to immediately credit the accounts of the relevant Participants with such payments, in amounts proportionate to their respective beneficial interests in the relevant security as shown on the records of DTC. Payments by the Depositary’s Participants and the Depositary’s Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practice and will be the responsibility of the Depositary’s Participants or the Depositary’s Indirect Participants.

Subject to certain conditions, any person having a beneficial interest in the Global Notes may, upon request to the Trustee and confirmation of such beneficial interest by the Depositary or its Participants or Indirect Participants, exchange such beneficial interest for Notes in definitive form. Upon any such issuance, the Trustee is required to register such Notes in the name of and cause the same to be delivered to, such person or persons (or the nominee of any thereof). Such Notes would be issued in fully registered form and would be subject to the legal requirements described in this prospectus under the caption “Notice to Investors.” In addition, if (1) the Depositary notifies the Issuer in writing that DTC is no longer willing or able to act as a depositary and the Issuer is unable to locate a qualified successor within 90 days or (2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes in definitive form under the Indenture, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each person that such Global Note Holder and DTC identifies as being the beneficial owner of the related Notes.

100

Neither the Issuer nor the Trustee will be liable for any delay by the Global Note Holder or DTC in identifying the beneficial owners of Notes and the Issuer and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Note Holder or DTC for all purposes.

The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof.

101

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following general discussion summarizes material U.S. federal income and, for certain foreign persons, estate tax aspects of the exchange of outstanding notes for exchange notes and the ownership and disposition of the exchange notes. This discussion is a summary for general information only and does not consider all aspects of U.S. federal income tax that may be relevant to the exchange of outstanding notes for exchange notes and the ownership and disposition of the exchange notes. This discussion also does not address the U.S. federal income tax consequences of ownership of exchange notes not held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. federal income tax consequences to investors subject to special treatment under the U.S. federal income tax laws, such as:

• dealers in securities or foreign currency;

• tax-exempt entities;

• banks;

• thrifts;

• insurance companies;

• persons that hold the notes as part of a “straddle,” a “hedge” against currency risk or a “conversion transaction”;

• expatriates;

• persons that have a “functional currency” other than the U.S. dollar; and

• pass-through entities (e.g., partnerships) or investors who hold the notes through pass-through entities.

In addition, this discussion is limited to the U.S. federal income tax consequences to initial holders that purchased the outstanding notes for cash, at their original issue price, pursuant to the initial offering and that exchange such outstanding notes for exchange notes pursuant to this exchange. It does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction.

This discussion is based upon the Code, regulations of the Treasury Department, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). We have not and will not seek any rulings or opinions from the IRS regarding the matters discussed below. There can be no assurance that the IRS will not take positions concerning the tax consequences of the exchange of outstanding notes for exchange notes or the ownership or disposition of the exchange notes which are different from those discussed below.

If you are considering exchanging outstanding notes for exchange notes, we urge you to consult your tax advisor about the particular federal, state, local and foreign tax consequences of the exchange of outstanding notes for exchange notes and the ownership and disposition of the exchange notes, and the application of the U.S. federal income tax laws to your particular situation.

Receipt of Exchange Notes

The exchange of outstanding notes for exchange notes should not be a taxable exchange. As a result:

• you should not recognize taxable gain or loss when you receive exchange notes in exchange for outstanding notes;

• your holding period for the exchange notes should include your holding period for the outstanding notes; and

• your basis in the exchange notes should equal your basis in the outstanding notes.

102

U.S. Holders

A “U.S. holder” is a beneficial owner of exchange notes that, for U.S. federal income tax purposes, is:

• a citizen or resident of the United States;

• a corporation or other entity taxable as a corporation created or organized under the laws of the United States, any of its states or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its sources; or

• a trust if a U.S. court is able to exercise primary supervision over administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or if the trust existed on April 20, 1996 and has validly elected to continue to be treated as a domestic trust.

Taxation of Interest

Interest on the exchange notes is generally taxable to you as ordinary income:

• when it accrues, if you use the accrual method of accounting for U.S. federal income tax purposes; or

• when you receive it, if you use the cash method of accounting for U.S. federal income tax purposes.

In general, if the terms of a debt instrument entitle a holder to receive payments other than fixed periodic interest that exceed the issue price of the instrument, the holder may be required to recognize additional interest as “original issue discount” over the term of the instrument. We believe that the outstanding notes were not issued with original issue discount, and, therefore, holders of exchange notes will not be required to recognize original issue discount.

Sale or Other Disposition of Exchange Notes

You generally must recognize taxable gain or loss on the sale, exchange, redemption, retirement or other disposition of an exchange note. The amount of your gain or loss equals the difference between the amount you receive for the exchange note (to the extent such amount does not represent accrued but unpaid interest, which will be treated as such), minus your adjusted tax basis in the exchange note. Your initial tax basis in an exchange note generally is the price you paid for the outstanding note. Any such gain or loss on a taxable disposition of an exchange note will generally constitute capital gain or loss and will be long-term capital gain or loss if you hold such exchange note for more than one year.

Non-U.S. Holders

A non-U.S. holder is a beneficial owner of exchange notes that is not a U.S. holder.

Withholding Tax on Payments on the Exchange Notes

Subject to the discussion of backup withholding below, payments of interest on an exchange note to any non-U.S. holder will generally not be subject to U.S. federal income or withholding tax, provided that:

• the holder is not:

• an actual or constructive owner of 10% or more of the total voting power of all our voting stock; or

• a controlled foreign corporation related (directly or indirectly) to us through stock ownership.

• such interest payments are not effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States; and

103

• we or our paying agent receives:

• from the non-U.S. holder, a properly completed Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) under penalties of perjury, which provides the non-U.S. holder’s name and address and certifies that the non-U.S. holder of the note is a non-U.S. holder; or

• from a security clearing organization, bank or other financial institution that holds the notes in the ordinary course of its trade or business (a “financial institution”) on behalf of the non-U.S. holder, certification under penalties of perjury that such a Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) has been received by it, or by another such financial institution, from the non-U.S. holder, and a copy of the Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) is furnished to the payor.

Additional exemptions may apply to holders who hold exchange notes through “qualified intermediaries” within the meaning of U.S. federal income tax laws.

If interest on an exchange note is effectively connected with the conduct by a non-U.S. holder of a trade or business in the United States, such income generally will be subject to U.S. federal income tax on a net basis at the rates applicable to U.S. persons generally (and, if realized by corporate holders, may also be subject to a 30% branch profits tax). If interest is subject to U.S. federal income tax on a net basis in accordance with the rules described in the preceding sentence, payments of such interest or of the disposition proceeds will not be subject to U.S. withholding tax so long as the holder provides us or the paying agent with an IRS Form W-8ECI.

A non-U.S. holder that does not qualify for exemption from withholding under the preceding paragraphs generally will be subject to withholding of U.S. federal income tax at the rate of 30% (or lower applicable treaty rate) on payments of interest on the exchange notes.

Non-U.S. holders should consult their tax advisors about any applicable income tax treaties, which may provide for an exemption from or a lower rate of withholding tax, exemption from or reduction of branch profits tax, or other rules different from those described above.

Sale or Other Disposition of Exchange Notes

As discussed above, the exchange of outstanding notes for exchange notes pursuant to this exchange offer should not be a taxable exchange and, therefore, should not be subject to U.S. federal income tax. In addition, subject to the discussion of backup withholding below, any gain realized by a non-U.S. holder on the sale, exchange, retirement or other disposition of an exchange note generally will not be subject to U.S. federal income tax, unless:

• such gain is income or gain that is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if the non-U.S. holder is entitled to the benefits under an applicable tax treaty, is attributable to a permanent establishment or a fixed base in the United States; or

• the non-U.S. holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition and certain other conditions are satisfied.

If the first bullet point applies, non-U.S. holders generally will be subject to U.S. federal income tax with respect to such gain in the same manner as U.S. holders, as described above, unless an applicable income tax treaty provides otherwise. If the second bullet point applies, non-U.S. holders generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate under an applicable income tax treaty) on the amount by which capital gains from U.S. sources (including gains from the sale, exchange, retirement or other disposition of the exchange notes) exceed capital losses allocable to U.S. sources.

U.S. Federal Estate Tax

An exchange note held or treated as held by an individual who is a non-U.S. holder at the time of his or her death will not be subject to U.S. federal estate tax provided that (1) the individual does not actually or constructively own 10% or more of the total voting power of all our voting stock and (2) interest on the exchange note, if received by the non-U.S. holder at death, would not have been effectively connected with the conduct by such non-U.S. holder of a trade or business within the United States.

104

Information Reporting and Backup Withholding

Payments of principal and interest made by us on, or the proceeds of the sale or other disposition of, the exchange notes may be subject to information reporting. In addition, if you are a U.S. holder, such payments will be subject to U.S. federal backup withholding tax unless you supply a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise establish an exemption from backup withholding. If you are a non-U.S. holder, you may be required to comply with certification procedures to establish that you are not a U.S. person in order to avoid backup withholding tax with respect to our payments on, or the proceeds from the disposition of, exchange notes. The backup withholding tax rate is currently 28%. Any amounts withheld under the backup withholding rules may be allowable as a refund or a credit against the holder’s U.S. federal income tax liability, provided required information is furnished to the IRS.

105

PLAN OF DISTRIBUTION

Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the date on which the Exchange Offer Registration Statement is declared effective, or such longer period if extended pursuant to the Registration Rights Agreement, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sales of the exchange notes by participating broker-dealers. Exchange notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of any such exchange notes. We and the initial purchasers acknowledge that the staff of the Commission has taken the position that any broker-dealer that elects to exchange notes that were acquired by such broker-dealer for its own account as a result of market-making or other trading activities for exchange notes in the Exchange Offer may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes (other than a resale of an unsold allotment resulting from the original offering of the notes).

For a period of 180 days after the date on which the Exchange Offer Registration Statement is declared effective, or such longer period if extended pursuant to the Registration Rights Agreement, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal.

Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we are required to file a shelf registration statement with respect to the outstanding notes. The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of the shelf registration statements. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

106

LEGAL MATTERS

The validity of the notes will be passed upon for us by Hunton & Williams LLP, Richmond, Virginia.

EXPERTS

Our consolidated financial statements as of December 31, 2002, and October 31, 2001, and for the year ended December 31, 2002, the two months ended December 31, 2001, and each of the two years in the period ended October 31, 2001, appearing in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. These consolidated financial statements are included herein and incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C., 450 5th Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our common stock is traded on the New York Stock Exchange under the symbol “MEE.” You may inspect the reports, proxy statements and other information concerning us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

DOCUMENTS INCORPORATED BY REFERENCE

• Our Annual Report on Form 10-K (as amended by our Form 10-K/A) for the year ended December 31, 2002;

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;

• Our Quarterly Report on Form 10-Q (as amended by our Form 10-Q/A) for the quarter ended June 30, 2003;

• Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003; and

• Our Current Reports on Form 8-K filed February 5, 2003, April 1, 2003, May 22, 2003, May 23, 2003, May 30, 2003, July 3, 2003, October 27, 2003, November 6, 2003, November 12, 2003 and January 30, 2004.

In addition, all documents filed with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act by us subsequent to the date of this prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents with the SEC. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Statements contained in this prospectus or in any document incorporated by reference into this prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the documents incorporated by reference, each such statement being qualified in all respects by such reference.

This prospectus incorporates by reference documents that are not presented in this prospectus or delivered with this prospectus. Copies of such documents, other than exhibits to such documents that are not specifically incorporated by reference in this prospectus, are available without charge to any person to whom this memorandum is delivered by writing or telephoning us at the following: Massey Energy Company, 4 North 4th Street, Richmond, Virginia 23219, Attention: Corporate Secretary; (804) 788-1800, website: http://www.masseyenergyco.com.

107

108

MASSEY ENERGY COMPANY

INDEX TO FINANCIAL STATEMENTS

	Page
Audited consolidated financial statements
Report of Independent Auditors	F-2
Consolidated Statements of Income for the Years ended December 31, 2002 and October 31, 2001 and 2000 and the two-months ended December 31, 2001 and 2000 (unaudited)	F-3
Consolidated Balance Sheets as of December 31, 2002 and October 31, 2001	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2002 and October 31, 2001 and 2000 and the two-months ended December 31, 2001 and 2000 (unaudited)	F-5
Consolidated Statements of Shareholder’s Equity	F-6
Notes to Audited Consolidated Financial Statements	F-7
Unaudited condensed consolidated interim financial statements
Condensed Consolidated Statements of Income for the three months ended September 30, 2003 and 2002 and the nine months ended September 30, 2003 and 2002	F-36
Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002	F-37
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2003 and 2002	F-38
Notes to Unaudited Condensed Consolidated Financial Statements	F-39

F-1

Report of Independent Auditors

To the Shareholders of Massey Energy Company

We have audited the accompanying consolidated balance sheets of Massey Energy Company as of December 31, 2002 and October 31, 2001, and the related consolidated statements of income, cash flows, and shareholders’ equity for the year ended December 31, 2002, the two months ended December 31, 2001, and each of the two years in the period ended October 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Massey Energy Company at December 31, 2002 and October 31, 2001, and the consolidated results of its operations and its cash flows for the year ended December 31, 2002, the two months ended December 31, 2001, and each of the two years in the period ended October 31, 2001, in conformity with accounting principles generally accepted in the United States.

As discussed in Note 2 to the consolidated financial statements, the Company has restated its financial statements for the two-month period ended December 31, 2001 and each of the two years in the period ended October 31, 2001.

/S/ ERNST & YOUNG LLP

Richmond, Virginia

March 26, 2003

F-2

AUDITED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

	Year Ended									Two Months Ended
	December 31, 2002			October 31, 2001			October 31, 2000			December 31, 2001			December 31, 2000
				(Restated)			(Restated)			(Restated)			(Restated) (Unaudited)
Revenues
Produced coal revenue	$	1,318,935		$	1,203,285		$	1,081,027		$	204,753		$	168,809
Freight and handling revenue		112,017			129,894			131,334			18,912			21,893
Purchased coal revenue		117,049			49,485			39,585			16,999			6,301
Other revenue		78,804			49,197			60,752			5,779			3,774
Senior notes repurchase income		3,290			—			—			—			—
Total revenues		1,630,095			1,431,861			1,312,698			246,443			200,777
Costs and Expenses
Cost of produced coal revenue		1,177,363			1,032,420			839,359			191,957			147,283
Freight and handling costs		112,017			129,894			131,334			18,912			21,893
Cost of purchased coal revenue		119,562			47,030			38,853			16,081			6,301
Depreciation, depletion and amortization applicable to:
Cost of produced coal revenue		203,921			177,384			169,467			30,293			28,538
Selling, general and administrative		3,809			3,885			1,869			899			293
Selling, general and administrative		40,111			31,702			35,364			7,510			5,888
Total costs and expenses		1,656,783			1,422,315			1,216,246			265,652			210,196
(Loss) Income from operations		(26,688	)		9,546			96,452			(19,209	)		(9,419	)
Interest income		4,470			8,747			25,661			987			2,123
Interest expense		(35,302	)		(34,214	)		(347	)		(5,302	)		(3,719	)
(Loss) Income before taxes		(57,520	)		(15,921	)		121,766			(23,524	)		(11,015	)
Income tax (benefit) expense		(24,946	)		(10,501	)		43,235			(8,723	)		(4,296	)
Net (loss) income	$	(32,574	)	$	(5,420	)	$	78,531		$	(14,801	)	$	(6,719	)
(Loss) Income per share
Basic	$	(0.44	)	$	(0.07	)	$	1.07		$	(0.20	)	$	(0.09	)
Diluted	$	(0.44	)	$	(0.07	)	$	1.07		$	(0.20	)	$	(0.09	)
Shares used to calculate (loss) income per share
Basic		74,442			73,858			73,469			74,131			74,098
Diluted		74,442			73,858			73,472			74,131			74,098

See Notes to Consolidated Financial Statements.

F-3

AUDITED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

	December 31, 2002			October 31, 2001
				(Restated)
ASSETS
Current Assets
Cash and cash equivalents	$	2,725		$	5,664
Trade and other accounts receivable, less allowance of $8,775 and $9,848, respectively		175,795			198,885
Inventories		193,669			141,483
Deferred taxes		13,889			13,572
Income taxes receivable		6,437			1,880
Other current assets		117,326			96,034
Total current assets		509,841			457,518
Net Property, Plant and Equipment		1,534,488			1,613,133
Other Noncurrent Assets
Pension assets		77,356			80,400
Other		119,747			120,029
Total other noncurrent assets		197,103			200,429
Total assets	$	2,241,432		$	2,271,080
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable, principally trade and bank overdrafts	$	124,933		$	185,903
Short-term debt		264,045			248,231
Payroll and employee benefits		44,389			37,878
Other current liabilities		139,896			70,223
Total current liabilities		573,263			542,235
Noncurrent Liabilities
Long-term debt		286,000			300,000
Deferred taxes		244,676			250,444
Other		329,281			317,796
Total noncurrent liabilities		859,957			868,240
Shareholders’ Equity
Capital Stock
Preferred stock—authorized 20,000,000 shares; no par; none issued		—			—
Common stock—authorized 150,000,000 shares; $0.625 par; issued and outstanding—75,317,732 and 74,543,670 shares, respectively		47,074			46,590
Additional Capital		21,659			15,541
Unamortized executive stock plan expense		(6,407	)		(6,706	)
Retained earnings		745,886			805,180
Total shareholders’ equity		808,212			860,605
	$	2,241,432		$	2,271,080

See Notes to Consolidated Financial Statements.

F-4

AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)

	Year Ended									Two Months Ended
	December 31, 2002			October 31, 2001			October 31, 2000			December 31, 2001			December 31, 2000
				(Restated)			(Restated)			(Restated)			(Restated) (Unaudited)
Cash Flows From Operating Activities
Net (loss) income	$	(32,574	)	$	(5,420	)	$	78,531		$	(14,801	)	$	(6,719	)
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation, depletion and amortization		207,730			181,269			171,336			31,192			28,831
Deferred taxes		3,511			(4,260	)		28,053			(8,748	)		(4,296	)
Loss (Gain) on disposal of assets		803			517			(28,169	)		111			1,565
Gain on repurchase of senior notes		(3,290	)		—			—			—			—
Changes in operating assets and liabilities:
Decrease (Increase) in accounts receivable		2,068			4,603			(42,801	)		11,079			9,864
(Increase) Decrease in inventories		(37,876	)		(40,350	)		(12,349	)		(14,310	)		1,965
Increase in other current assets		(17,657	)		(25,461	)		(13,983	)		(3,579	)		(22,733	)
Decrease (Increase) in pension and other assets		4,961			25,237			(30,013	)		11,938			(6,698	)
(Decrease) Increase in accounts payable and bank overdrafts		(61,877	)		32,446			(6,729	)		907			(34,990	)
(Decrease) Increase in accrued income taxes		(4,557	)		(7,002	)		2,197			—			(2,427	)
Increase (Decrease) in other accrued liabilities		76,950			(2,004	)		(5,204	)		(906	)		(20,442	)
(Decrease) Increase in other non-current liabilities		(15,717	)		13,217			12,818			6,553			9,398
Cash provided (utilized) by operating activities		122,475			172,792			153,687			19,436			(46,682	)
Cash Flows From Investing Activities
Capital expenditures		(135,099	)		(247,517	)		(204,835	)		(37,698	)		(23,386	)
Proceeds from sale of assets		13,127			34,870			32,072			416			—
Cash utilized by investing activities		(121,972	)		(212,647	)		(172,763	)		(37,282	)		(23,386	)
Cash Flows From Financing Activities
Increase (Decrease) in short-term debt, net		944			(29,998	)		—			14,870			(3,568	)
Proceeds from sale and leaseback of equipment		16,955			—			—			—			—
Repurchase of senior notes		(10,710	)		—			—			—			—
Decrease in amount due from Fluor Corporation		—			67,554			1,352			—			67,554
Equity contributions from Fluor Corporation		—			2,476			17,069			—			2,476
Cash dividends paid		(11,919	)		(11,811	)		—			—			—
Stock options exercised		1,408			9,369			—			2,856			—
Other, net		—			1,000			(467	)		—			1,058
Cash (utilized) provided by financing activities		(3,322	)		38,590			17,954			17,726			67,520
Decrease in cash and cash equivalents		(2,819	)		(1,265	)		(1,122	)		(120	)		(2,548	)
Cash and cash equivalents at beginning of period		5,544			6,929			8,051			5,664			6,929
Cash and cash equivalents at end of period	$	2,725		$	5,664		$	6,929		$	5,544		$	4,381
Supplemental Cash Flow Information
Cash paid during the period for income taxes	$	1,156		$	1,656		$	12,834		$	46		$	107

See Notes to Consolidated Financial Statements.

F-5

AUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In Thousands of Dollars except share amounts)

	Common Stock					Additional Capital			Unamortized Executive Stock Plan Expense			Net Investment by Fluor Corporation			Due From Fluor Corporation			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares		Amount
	(Restated)		(Restated)									(Restated)						(Restated)			(Restated)			(Restated)
Balance at October 31, 1999	73,469		$	45,918		$	—		$	—		$	1,510,789		$	(280,416	)	$	—		$	(716	)	$	1,275,575
Net income													78,531												78,531
Other comprehensive loss, net of deferred tax benefit of $30:
Unrealized loss on investment																						1,075			1,075
Reclassification of unrealized gain to net income																						(1,122	)		(1,122	)
Comprehensive income																									78,484
Capital contributions													17,069												17,069
Net change in amount due from Fluor Corporation																1,352									1,352
Balance at October 31, 2000	73,469		$	45,918		$	—		$	—		$	1,606,389		$	(279,064	)	$	—		$	(763	)	$	1,372,480
Net loss																			(5,420	)					(5,420	)
Other comprehensive income, net of deferred tax of $488:
Reclassification of unrealized gain to net income																						763			763
Comprehensive loss																									(4,657	)
Capital contributions													2,476												2,476
Net change in amount due from Fluor Corporation																67,554									67,554
Spin-Off transaction										(3,840	)		(1,608,865	)		211,510			825,373						(575,822	)
Dividends declared ($0.20 per share)																			(14,773	)					(14,773	)
Exercise of stock options, net	817			511			8,858																		9,369
Stock option tax benefit							2,611																		2,611
Amortization of executive stock plan expense										1,367															1,367
Issuance of restricted stock, net	258			161			4,072			(4,233	)														—
Balance at October 31, 2001	74,544		$	46,590		$	15,541		$	(6,706	)	$	—		$	—		$	805,180		$	—		$	860,605
Net loss																			(14,801	)					(14,801	)
Exercise of stock options, net	253			158			2,698																		2,856
Stock option tax benefit							640																		640
Amortization of executive stock plan expense										239															239
Issuance of restricted stock, net	(23	)		(14	)		(320	)		334															—
Balance at December 31, 2001	74,774		$	46,734		$	18,559		$	(6,133	)	$	—		$	—		$	790,379		$	—		$	849,539
Net loss																			(32,574	)					(32,574	)
Dividends declared ($0.16 per share)																			(11,919	)					(11,919	)
Exercise of stock options, net	126			78			1,330																		1,408
Stock option tax benefit							208																		208
Amortization of executive stock plan expense										1,550															1,550
Issuance of restricted stock, net	418			262			1,562			(1,824	)														—
Balance at December 31, 2002	75,318		$	47,074		$	21,659		$	(6,407	)	$	—		$	—		$	745,886		$	—		$	808,212

See Notes to Consolidated Financial Statements.

F-6

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying consolidated financial statements include the accounts of Massey Energy Company (“Massey” or the “Company”), its wholly owned subsidiary A.T. Massey Coal Company, Inc. (“A.T. Massey”) and its subsidiaries. A.T. Massey now represents the sole operating subsidiary of Massey, as Massey has no separate independent operations. Until the spin-off transaction on November 30, 2000 (the “Spin-Off”) (See Note 13), A.T. Massey was 100% controlled by Fluor Corporation (“Fluor”). Therefore, these financial statements for all periods prior to 2001 may not necessarily be indicative of the results of operations, financial position and cash flows of Massey in the future or had it operated as a separate independent company during all periods reported. All significant intercompany transactions and accounts have been eliminated.

Change in Fiscal Year-end

The Company changed to a calendar-year basis of reporting financial results effective January 1, 2002. For comparative purposes, the reported audited consolidated results of operations and cash flows for 2001 and 2000 annual periods are for the twelve months ended October 31. As a requirement of the change in fiscal year, the Company is reporting consolidated results of operations and cash flows for a special transition period, the two months ended December 31, 2001 (audited) compared with the two-months ended December 31, 2000 (unaudited). The comparative audited consolidated balance sheets are as of December 31, 2002 and October 31, 2001.

2. Restatement and Reclassification

The Company has recently resolved certain accounting and disclosure issues resulting from a review by the Securities and Exchange Commission (SEC) of its annual report on Form 10-K for the fiscal year ended October 31, 2001 and subsequently filed periodic reports on Forms 10-Q. The issues, which are explained more fully below involve corrections to (1) the timing of recognition of certain charges related to claims against the Company, (2) its presentation of shareholders’ equity and adjustments related to the Spin-Off and (3) its accounting method for black lung liabilities and related expense recognition. The Company has restated its 2002 quarterly financial information, the two-month transition period ended December 31, 2001, as well as its 2001 and prior year financial statements to reflect charges related to claims against the Company in the proper periods, properly present shareholders’ equity in periods prior to the Spin-Off and to account for black lung obligations under the service period approach as described in Statement of Financial Accounting Standards No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (SFAS No. 106)

The restatement adjustments are as follows:

The Consolidated Financial Statements for the two-month transition period ended December 31, 2001 are restated to record in the two-month transition period ended December 31, 2001, a reduction in the Company’s bad debt reserves of $3 million pre-tax with respect to Enron Corporation, previously recorded in the first quarter 2002.

The Consolidated Financial Statements for 2001 are restated to recognize a fourth quarter $6.9 million charge related to the settlement of claims for delinquent workers’ compensation premiums which was previously recognized in the two-month transition period ended December 31, 2001. As a result, at October 31, 2001, Other Current Liabilities increased by $2.4 million and Other Non-Current Liabilities increased by $4.5 million.

The Consolidated Financial Statements for 2001 are restated to recognize a fourth quarter $2.5 million charge in connection with a wrongful employee discharge lawsuit which was previously recognized in the transition period ended December 31, 2001. As a result, at October 31, 2001, Other Non-Current Liabilities increased by $2.5 million.

The Consolidated Financial Statements are restated to present assumed shares outstanding for all periods presented. As a result, at October 31, 2000 and 1999, there was an increase of $45.9 million in Common Stock and a decrease of $45.9 million in Net Investment by Fluor Corporation to reflect 73.5 million shares of common stock outstanding (the number of shares outstanding on the date of the Spin-off).

The Consolidated Financial Statements have also been restated to retroactively adopt and apply the service period approach described in SFAS No. 106 as allowed under SFAS No. 112 “Employers’ Accounting for Postemployment Benefits” to the Company’s obligations with respect to coal worker’s pneumoconiosis (black lung). Previously, the Company utilized a different actuarial approach. This change has been implemented effective November 1, 1994, the first date under which the Company was required to implement SFAS No. 112. Trust assets previously offset against the Company’s black lung liability ($2.4 million at October 31, 2001) have been reclassified to Other Current Assets and accounted for under SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities.”

F-7

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The service period approach that the Company retroactively adopted, differs from the previous actuarial method utilized primarily as follows:

• The Company’s previous method accrued the difference between the estimated total black lung liability for past and future service and the actual amount recorded immediately for all shutdown locations and over a 15-year period for all active locations. The service cost method makes no distinction between active and shutdown operations.

• Under the previous method, for active operations, the annual cost was calculated as the unreserved amount amortized over 15 years. The unreserved amount included gains and losses arising from assumptions changes and experience as well as the estimated liability for future service. The service cost method divides this into a service cost component that is spread over the future working lifetime of active employees and a gain/loss amortization component that is spread over a five-year period.

• Under the previous method, for inactive operations, the unreserved amount was immediately recognized. Under the service cost method, this unreserved amount would fall solely into the gain/loss amortization component and be recognized over a five-year period.

• The Company’s previous method included an interest cost calculated on the recorded liability while under the service cost approach interest is calculated on the total accumulated benefit obligation.

• Under the previous method, special actuarial gains or losses resulting from new experience studies were amortized on an accelerated basis (over 5 years). Under the service cost method, no such distinction exists. All gains and losses are amortized over the same period.

Both methods use the same assumptions with respect to discount rate, inflation, and benefit cost trend.

The restatement (change in black lung expense net of realized gains on reclassified trust assets) changed net income in each year presented as follows: decrease of $0.3 million in fiscal 2000, and an increase of $1.4 million in fiscal 2001. The restatement of black lung expense and the related liability had no net impact on the Shareholders’ Equity at October 31, 2001 as adjustments to income and expense amounts offset. Balance sheet changes as of October 31, 2001 related to the restatement were an increase in Other Non-Current Liabilities of $2.4 million, and an increase in Prepaid Expenses and Other Current Assets of $2.4 million. The restatement reduced pre-tax income in each quarter of 2002 by $0.4 million and increased pre-tax income by $0.7 million, $0.7 million, $0.7 million, and $0.3 million in the three-months ended January 31, 2001, April 30, 2001, July 31, 2001 and October 31, 2001, respectively. The adjustment was not material for the two-month transition period ended December 31, 2001.

The Company has also reclassified all periods presented to present Freight and Handling Revenue and Costs and Purchased Coal Revenue and Costs on a gross rather than net basis. Previously, these items were presented “net” in other income. The net amount included in other income was $2.5 million in 2001 and $0.7 million in 2000. These changes have been made to conform to the requirements of Emerging Issues Task Force (EITF) Issue No. 00-10 “Accounting for Shipping and Handling Fees and Costs” and EITF Issue No. 99-19 “Reporting Revenue Gross as a Principal versus Net as an Agent”.

Set forth below is a comparison of the previously reported and restated consolidated net income and per share amounts for the two-month transition period ended December 31, 2001 and the years ended October 31, 2001 and 2000.

	Two months ended December 31, 2001						October 31, 2001						October 31, 2000
(in thousands, except per share amounts)	As Reported			As Restated			As Reported			As Restated			As Reported		As Restated
Net (loss) earnings	$	(22,391	)	$	(14,801	)	$	(1,050	)	$	(5,420	)	$	78,804	$	78,531
(Loss) Earnings per share
Basic	$	(0.30	)	$	(0.20	)	$	(0.01	)	$	(0.07	)	$	1.07	$	1.07
Diluted		(0.30	)		(0.20	)		(0.01	)		(0.07	)		1.07		1.07
Shares used to calculate (loss) earnings per share
Basic		74,131			74,131			73,858			73,858			73,469		73,469
Diluted		74,131			74,131			73,858			73,858			73,472		73,472

F-8

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On January 30, 2003, the Company issued a press release reporting its operating results for the year ended December 31, 2002. That press release was filed with the SEC on Form 8-K on February 5, 2003. Subsequent to the filing of the 8-K and prior to the issuance of its 2002 financial statements the Company recorded adjustments to its 2002 results primarily to reflect the change in accounting for black lung discussed above, and a reduction in bad debt reserves as discussed above. In addition, total revenues increased $0.3 million primarily due to a customer billing adjustment.

Set forth below is a comparison of the Company’s consolidated net income and per share amounts for the year ended December 31, 2002, as reported in the Company’s press release filed on Form 8-K on February 5, 2003, and as reflected in the Company’s consolidated financial statements as of and for the year ended December 31, 2002, included herein.

	Year ended December 31, 2002
(in thousands, except per share amounts)	(A)			(B)
Net loss	$	(30,019	)	$	(32,574	)
Loss per share
Basic	$	(0.40	)	$	(0.44	)
Diluted		(0.40	)		(0.44	)
Shares used to calculate loss per share
Basic		74,442			74,442
Diluted		74,442			74,442

(A) As reported in the Company’s press release.

(B) As reflected in the Company’s consolidated financial statements for the year ended December 31, 2002.

A comparison of the previously reported and restated consolidated net income and per share amounts for the quarterly periods for fiscal year ended December 31, 2002 and October 31, 2001, and the two-month transition period ended December 31, 2001, may be found in Note 17, “Quarterly Information”.

3. Significant Accounting Policies

Use of Estimates

The preparation of the financial statements of the Company in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts. These estimates are based on information available as of the date of the financial statements. Therefore, actual results could differ from those estimates.

Cash and Cash Equivalents

Securities with maturities of 90 days or less at the date of purchase are classified as cash equivalents.

F-9

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Inventories

Produced coal and supplies inventories generally are stated at the lower of average cost or net realizable value. Coal inventory costs include labor, supplies, equipment costs, operating overhead, and other related costs. Purchased coal inventories are stated at the lower of cost, computed on the first-in, first-out method, or net realizable value.

Inventories consisted of the following:

(In thousands)	At December 31, 2002		At October 31, 2001
Saleable coal	$	69,823	$	46,872
Raw coal		47,898		45,254
Work in process		52,817		25,789
Subtotal coal inventory	$	170,538	$	117,915
Supplies inventories		23,131		23,568
Total inventory	$	193,669	$	141,483

Saleable coal includes coal ready for sale. This category includes inventories located at customer facilities under consignment arrangements. Raw coal represents coal that may be further processed prior to shipment to customer or may be sold in current condition. Work in process consists of the costs incurred to remove overburden above an unmined coal seam as part of the surface mining process.

Income Taxes

Deferred income taxes result from temporary differences between the tax bases of assets and liabilities and their financial reporting amounts.

Other Current Assets

Other current assets are comprised of the following:

(In thousands)	December 31, 2002		October 31, 2001
			(Restated)
Longwall panel costs	$	39,155	$	51,971
Deposits		42,319		4,079
Other		35,852		39,984
Total other current assets	$	117,326	$	96,034

Longwall panel costs consist of deferred costs related to the development of longwall panels within a deep mine. These costs are amortized over the life of the panel once it is placed in service. Longwall panel lives range from approximately eight to twelve months.

Deposits consist of funds placed in restricted accounts with financial institutions to collateralize letters of credit that support workers’ compensation requirements and other insurance obligations, as well as collateral required from customers as credit enhancement, with a corresponding liability recorded within Other current liabilities.

F-10

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Property, Plant and Equipment

Property, plant and equipment is carried at cost and comprises:

(In thousands)	December 31, 2002			October 31, 2001
Land, buildings and equipment	$	1,692,587		$	1,652,017
Mining properties and mineral rights		602,303			596,280
Mine development		522,255			466,777
Total property, plant and equipment		2,817,145			2,715,074
Less accumulated depreciation, depletion and amortization		(1,282,657	)		(1,101,941	)
Net property, plant and equipment	$	1,534,488		$	1,613,133

Expenditures that extend the useful lives of existing buildings and equipment are capitalized. Maintenance and repairs are expensed as incurred. Coal exploration costs are expensed as incurred. Development costs applicable to the opening of new coal mines and certain mine expansion projects are capitalized. When properties are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is credited or charged to income.

Depreciation of buildings, plant and equipment is calculated on the straight-line method over their estimated useful lives, which generally range from 15 to 30 years for building and plant, and 3 to 20 years for equipment.

Depletion of mining properties and mineral rights and amortization of mine development costs are computed using the units-of-production method over the estimated recoverable tons. As of December 31, 2002, approximately $53.0 million of costs associated with mining properties and mineral rights is not currently subject to amortization as mining has not begun or production has been temporarily idled on the associated coal reserves.

During the third quarter of 2002, the Company purchased the Holston mining assets from Pittston Coal Company. These assets, valued at approximately $11.0 million, included the Holston room and pillar mine and the preparation plant, among other assets. Total consideration paid by the Company was $6.2 million in cash, plus assumed liabilities of approximately $4.8 million.

Internal Use Software

The Company capitalizes certain costs incurred in the development of internal-use software, including external direct material and service costs, and employee payroll and payroll-related costs in accordance with the American Institute of Certified Public Accountants’ Statement of Position (SOP) 98-1, “Accounting for the Costs of Computer Software Developed for or Obtained for Internal Use.” All costs capitalized are amortized using the straight-line method over the estimate useful life not to exceed 7 years.

Impairment of Long-Lived Assets

Impairment of long-lived assets is recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value.

The carrying value of the assets is then reduced to their estimated fair value, which is usually measured based on an estimate of future discounted cash flows. See Note 5 for a description of impairment charges that were recorded in the consolidated statement of earnings.

Advance Mining Royalties

Leases, which require minimum annual or advance payments and are recoverable from future production are generally deferred and charged to expense as the coal is subsequently produced. At December 31, 2002 and October 31, 2001, advance mining royalties included in other noncurrent assets totaled $29.5 and $29.8 million, respectively.

F-11

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Reclamation

The Federal Surface Mining Control and Reclamation Act establishes operational, reclamation and closure standards for all aspects of surface mining as well as most aspects of deep mining. Estimates of the Company’s total reclamation and mine-closing liabilities are based upon permit requirements and the Company’s engineering expertise related to these requirements. For each permit, the Company accrues for the costs of current mine disturbance and final mine closure, including the cost of treating mine water discharge as coal is mined, on a unit-of-production basis over the proven and probable reserves as defined in Industry Guide 7. The Company’s reclamation costs estimates are regularly reviewed by the Company’s management and engineers and are revised for changes in future estimated costs and regulatory requirements. Additionally, the Company performs a certain amount of required reclamation of disturbed acreage as an integral part of its normal mining process. These costs are expensed as incurred. As indicated in Accounting Pronouncements within this Note, SFAS No. 143, effective for the Company on January 1, 2003, will change the Company’s method of accounting for reclamation liabilities.

Shareholders’ Equity

The Statement of Shareholders’ Equity for periods prior to the Spin-Off (see Note 13) reflects the outstanding shares of Massey Energy Company immediately following the Spin-Off. The Company believes this presentation to be preferable to reporting earnings per share utilizing the distribution ratio at the time of the Spin-Off and the capital structure of the combined Fluor Corporation entity prior to the Spin-Off. Please refer to the “Earnings per Share” section below for further discussion of the impact of this presentation on earnings per share.

Revenue Recognition

Coal sales are recognized when title passes to customers. For domestic sales, this generally occurs when coal is loaded at the mine or at off-site storage locations. For export sales, this generally occurs when coal is loaded onto marine vessels at terminal locations. In certain instances, the Company maintains ownership of the coal inventory on customers’ sites and sells tonnage to such customers as it is consumed. For these customers, revenue is recognized when title and risk of loss passes to the customers at the point of consumption.

Produced coal revenue represents revenue recognized from the sale of coal produced by the Company.

Freight and handling costs paid to third-party carriers and invoiced to coal customers are recorded as Freight and handling costs and Freight and handling revenue, respectively.

Purchased coal revenue represents revenue recognized from the sale of coal purchased from external production sources. In these instances, the Company takes title to the coal that is purchased from external production sources, which is then sold to the Company’s customer. Tons of purchased coal shipped were 3.3 million tons for the year ended December 31, 2002 and 1.3 million tons for the years ended October 31, 2001 and 2000.

Other revenue generally consists of royalties, rentals, contract buyout payments, coal handling services, miscellaneous income and gains on the sale of non-strategic assets. For the years ended October 31, 2001 and 2000, the Company recorded gains on the sale of non-strategic reserves of $1.1 million, and $26.5 million, respectively. The gains and losses on reserve sales for the year ended December 31, 2002 were not material. Contract buyout payments were $23.5 million, including $5.1 million from one large customer, for the year ended December 31, 2002, and were not material for the years ended October 31, 2001 and 2000.

Earnings per Share

Shares used to calculate basic earnings per share for the period ended October 31, 2000 are the number of shares outstanding immediately following the Spin-Off (see Note 13). The calculation of historical earnings per share for the periods reported prior to the Spin-Off does not use a pro rata portion of the shares previously reported by Fluor Corporation prior to the Spin-Off. We have assumed no relation to Fluor’s previously existing capital structure in calculating earnings per share for these periods. This is considered preferable as the operations that comprise Massey Energy had no separate capital structure prior to the Spin-Off and New Fluor was treated for reporting purposes as the accounting successor to Fluor (see Note 13). A pro rata portion of Fluor’s historic shares would not have been a good representation of Massey Energy’s capital structure as Fluor had share transactions that were unrelated to the operations that became Massey Energy. The most significant such share transaction was the maturity and settlement by Fluor of a forward purchase contract on November 30, 2000 for 1,850,000 shares of Fluor Corporation common stock.

F-12

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The number of shares used to calculate basic loss per share for periods subsequent to the Spin Off is based on the weighted number of average outstanding shares of Massey Energy during the period. Shares used to calculate diluted earnings per share for the period ended October 31, 2000 is based on the number of shares outstanding immediately following the Spin-Off and the dilutive effect of stock options and other stock-based instruments of Fluor Corporation, held by Massey employees, that were converted to equivalent instruments in Massey Energy Company in connection with the Spin-Off. In accordance with accounting principles generally accepted in the United States, the effect of dilutive securities was excluded from the calculation of the diluted loss per common share for the periods subsequent to the Spin Off as such inclusion would result in antidilution.

The computations for basic and diluted (loss) earnings per share are based on the following per share information:

	Year Ended			Two months Ended
(In thousands)	December 31, 2002	October 31, 2001	October 31, 2000	December 31, 2001	December 31, 2000
					(Unaudited)
Weighted number of average shares of common stock outstanding:
Basic	74,442	73,858	73,469	74,131	74,098
Effect of stock options/restricted stock	—	—	3	—	—
Diluted	74,442	73,858	73,472	74,131	74,098

F-13

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Stock Plans

The Company accounts for stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Accordingly, compensation cost for stock options granted to employees is measured as the excess, if any, of the quoted market price of the stock at the date of grant over the amount an employee must pay to acquire the stock. Compensation cost for stock appreciation rights and performance equity units is recorded based on the quoted market price of the Company’s stock at the end of the period. The Company has implemented the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation” (SFAS No. 123). The Company has recognized no stock-based compensation expense related to stock options in the years ended October 31, 2000, October 31, 2001, December 31, 2002 and the two months ended December 31, 2001, as all options granted had an exercise price equal to market value of the underlying common stock on the date of the grant. See Note 14 for additional information. If the Company had followed the fair value method under SFAS 123 to account for stock based compensation for stock options, the amount of stock based compensation cost for stock options, net of related tax, which would have been recognized for each period and pro-forma net income for each period would have been as follows:

	Year ended									Two Months Ended December 31, 2001
(in thousands, except per share amounts)	December 31, 2002			October 31, 2001			October 31, 2000
				(Restated)			(Restated)			(Restated)
Net (loss) income, as reported	$	(32,574	)	$	(5,420	)	$	78,531		$	(14,801	)
Deduct: Total stock-based employee compensation expense for stock options determined under Black-Scholes option pricing model	$	(2,135	)	$	(1,375	)	$	(1,600	)	$	(361	)
Pro forma net (loss) income	$	(34,709	)	$	(6,795	)	$	76,931		$	(15,162	)
Earnings (loss) per share:
Basic—as reported	$	(0.44	)	$	(0.07	)	$	1.07		$	(0.20	)
Basic—pro forma	$	(0.47	)	$	(0.09	)	$	1.05		$	(0.20	)
Diluted—as reported	$	(0.44	)	$	(0.07	)	$	1.07		$	(0.20	)
Diluted—pro forma	$	(0.47	)	$	(0.09	)	$	1.05		$	(0.20	)

Derivatives

Effective November 1, 2000, the Company adopted Statement of Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”) as amended by SFAS No. 138, “Accounting for Certain Derivative Instruments and Hedging Activities.” The Statements require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The adoption of these accounting standards and subsequent implementation guidance did not have a significant impact on the Company’s financial position, results of operations, or liquidity.

Accounting Pronouncements

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The provisions of this statement provide for a single accounting model for measuring impairment of long-lived assets. The adoption of SFAS No. 144 did not have a material effect on the Company’s financial condition or results of operations.

In April 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” which is effective for fiscal years beginning after May 2002. The standard requires that gains or losses on debt extinguishment, previously reported as extraordinary items, be presented as a component of results from continuing operations unless the extinguishment meets the criteria for classification as an extraordinary

F-14

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

item in Accounting Principles Board Opinion No. 30. During the fourth quarter of 2002, the Company purchased in open market transactions, an aggregate of $14.0 million of its 6.95 percent Senior Notes at an aggregate purchase price of $10.7 million. The Company has chosen early adoption of SFAS No. 145, and accordingly, recorded a gain of $3.3 million on the transactions in Senior notes repurchase income, a component of Total revenue.

On August 15, 2001, FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” The standard requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred. When the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the amount of cash paid, a gain or loss upon settlement is incurred. This statement is effective for the Company beginning January 1, 2003, and transition is by cumulative catch-up adjustment. The adoption changes the Company’s current accounting for reclamation. The Company is continuing to calculate its transition adjustment.

In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors’ Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”). This Interpretation describes the disclosure requirements of a guarantor’s issuance of certain guarantees, and clarifies that a guarantor is required to recognize a liability, at the date of issuance, for the fair value of the obligation assumed in issuing the guarantee. The disclosure requirements of FIN 45 are effective for the Company for the year ended December 31, 2002, and the initial recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. This Interpretation is not expected to have a material effect on the Company’s financial position, results of operations, or liquidity.

4. Concentrations of Credit Risk and Major Customers

The Company is engaged in the production of high-quality low sulfur steam coal for the electric generating industry, as well as industrial customers and metallurgical coal for the steel industry. Steam coal sales accounted for approximately 60%, 54%, and 50% of produced coal revenue for the years ended December 31, 2002, and October 31, 2001, and 2000, respectively. Metallurgical coal sales accounted for approximately 30%, 34%, and 40% of produced coal revenue for the years ended December 31, 2002, and October 31, 2001, and 2000, respectively. Industrial coal sales for the years ended December 31, 2002, and October 31, 2001, and 2000 were 10%, 12%, and 10% of produced coal revenue, respectively.

Massey’s mining operations are conducted in eastern Kentucky, West Virginia and Virginia and the coal is marketed primarily in the United States.

For the year ended December 31, 2002, approximately 11% and 12% of produced coal revenue was attributable to two utility customers, Duke Energy Corporation and its affiliate, Duke Energy Merchants, LLC, and affiliates of DTE Energy Company, respectively. For the years ended October 31, 2001 and 2000, approximately 11%, and 14%, respectively, of produced coal revenue was attributable to Duke Energy Corporation and its affiliate, Duke Energy Merchants, LLC. At December 31, 2002, approximately 20%, 59% and 21% of consolidated trade receivables represent amounts due from metallurgical customers, utility customers and industrial customers, respectively, compared with 25%, 63% and 12%, respectively, as of October 31, 2001. Credit is extended based on an evaluation of the customer’s financial condition. To mitigate credit-related risks in all customer classifications, the Company maintains a credit policy that requires scheduled reviews of customer creditworthiness and continuous monitoring of customer news events which might have an impact on their financial condition. Negative credit performance or events may trigger the application of tighter terms of sale, requirements for collateral or, ultimately, a suspension of credit privileges.

The Company’s trade accounts receivable are subject to potential default by customers. Specifically, the Company has exposure to the U.S. steel industry and energy trading and brokering companies which have faced economic difficulty in recent years. Certain of the Company’s customers have filed for bankruptcy resulting in bad debt charges to the Company. The Company establishes its doubtful account reserve to consider specifically customers in financial difficulty and other potential receivable losses. In establishing its reserve, the Company considers the financial condition of its individual customers, and probability of recovery in the event of default. The Company charges off uncollectible trade receivables once legal potential for recovery is exhausted.

F-15

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Impairment of Long-Lived Assets

The following impairment charges were recorded in the consolidated statement of earnings:

During the third quarter of 2002, the Company recorded a charge in the amount of $13.2 million (pre-tax) related to the write off of capitalized development costs at certain idled mines, which included the Pegs Branch mine, the Spring Branch mine, and the Ruby Energy mine. This charge is included in depreciation, depletion and amortization for the year ended December 31, 2002.

During the third quarter of 2002, the Pegs Branch mine of the Sidney resource group was closed. Based on operating conditions experienced in the Pegs Branch mine a decision was made to forego mining the final section of reserves. The mining equipment was moved to another mine location with more favorable coal reserve conditions. Unamortized development costs of approximately $1.7 million were written off during the third quarter of 2002 as a result of the Pegs Branch mine closure.

The Spring Branch mine of the Stirrat resource group temporarily ceased mining in January of 2001 due in part to a lack of experienced mine personnel. As part of the budget process for 2003, the mine, its coal reserves and its mining conditions were reassessed for future operating potential. Management made the decision to permanently abandon this mine during the third quarter of 2002. Unamortized development costs of approximately $2.3 million were written off in the third quarter as a result of the Spring Branch mine closure.

The Ruby Energy mine of the Delbarton resource group temporarily ceased operations in February of 2002 in reaction to market demand for steam coal by utilities. During the third quarter of 2002, as part of the 2003 budget process, Company management decided that a section of the mine that crossed under a creek would not be utilized in future mining plans. Unamortized development costs related to this section of the mine of approximately $9.2 million were written off in the third quarter related to the Ruby Energy mine closure. Other areas of the mine are expected to be mined in accordance with the mine plans as approved by management.

During the third quarter of 2001, management decided to move a longwall at the Jerry Fork mine of the Nicholas Energy resource group to better mining conditions in another mining location. As a result, unamortized longwall panel development costs of $7.6 million were considered to be impaired and were written off. This charge is reflected in cost of produced coal revenue for the year ended October 31, 2001.

During the fourth quarter of 2000, due to significant rock falls and continual poor and unsafe mining conditions at the Upper Cedar Grove mine of the Independence resource group, the Company abandoned certain longwall mining equipment and wrote off related longwall panel development costs. This write-off of approximately $9 million is included in cost of produced coal revenue for the year ended October 31, 2000.

6. Appalachian Synfuel, LLC

Appalachian Synfuel, LLC (the “LLC”) was formed in 1997 as a wholly owned subsidiary of Fluor Corporation to manufacture and market synthetic fuel. The LLC became a wholly owned subsidiary of Massey in November 2000 when the Spin-Off occurred. As a provider of synthetic fuel, the LLC generates tax credits for its owners; however, because of the Company’s tax position it is unable to utilize the tax credits generated by the LLC. In order to monitize the value of the Company’s investment, the Company sought to sell an interest in the LLC to an entity that could benefit currently from the tax credits generated. In order to facilitate such a transaction, the LLC agreement was amended to divide the ownership interest into three tranches, Series A, Series B and Series C.

Under the amended LLC agreement, the Series A owner generally is entitled to the risks and rewards of the first 475,000 tons of production, including the right to the related tax credits. The Series B owner is generally entitled to the risks and rewards of all excess production up to the rated capacity of 1.2 million tons. The Series C owner is entitled to the amount of working capital on the day of the sales transaction. The Series C owner is responsible for providing recourse working capital loans to the LLC going forward at a specified indexed interest rate. As a result, the Series C owner will fund the daily operations of the LLC. The Series C owner also has the responsibility at the end of the term of the LLC agreement to wind up the affairs of the LLC, disposing of all assets and settling liabilities.

On March 15, 2001, and May 9, 2002, the Company, in a two-part transaction, sold 99% of its Series A and Series B interests, respectively, in the LLC, contingent upon favorable Internal Revenue Service rulings, which were received in September 2001 and in June 2002, respectively. The Company received cash of $7.2 million, a recourse promissory note for $34.6 million that will be paid in quarterly installments of $1.9 million including interest, and a contingent promissory note that is paid on a cents per Section 29 credit dollar earned based on synfuel tonnage shipped. Deferred gains of $23.8 million and $11.9 million as of December 31, 2002 and October 31, 2001, respectively, are included in other noncurrent liabilities to be recognized ratably though 2007. Massey’s subsidiary, Marfork Coal Company, Inc., will continue to manage the facility under an operating agreement.

F-16

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Income Taxes

Income tax (benefit) expense included in the consolidated statement of earnings is as follows:

	Year Ended								Two Months Ended
(In thousands)	December 31, 2002			October 31, 2001			October 31, 2000		December 31, 2001			December 31, 2000
				(Restated)			(Restated)		(Restated)			(Restated) (Unaudited)
Current:
Federal	$	(24,694	)	$	(6,389	)	$	13,735	$	—		$	—
State and local		(3,763	)		148			1,447		25			—
Total current		(28,457	)		(6,241	)		15,182		25			—
Deferred:
Federal		1,050			(3,639	)		24,562		(8,707	)		(3,855	)
State and local		2,461			(621	)		3,491		(41	)		(441	)
Total deferred		3,511			(4,260	)		28,053		(8,748	)		(4,296	)
Total income tax (benefit) expense	$	(24,946	)	$	(10,501	)	$	43,235	$	(8,723	)	$	(4,296	)

For the tax year ended October 31, 2001, Massey’s consolidated federal income tax return includes the operations of A.T. Massey and Fluor until the date of the Spin-Off.

A reconciliation of income tax (benefit) expense calculated at the federal statutory rate of 35% to the Company’s income tax (benefit) expense on (loss) earnings is as follows:

	Year Ended									Two Months Ended
(In thousands)	December 31, 2002			October 31, 2001			October 31, 2000			December 31, 2001			December 31, 2000
				(Restated)			(Restated)			(Restated)			(Restated) (Unaudited)
U.S. statutory federal tax expense	$	(20,132	)	$	(5,572	)	$	42,618		$	(8,233	)	$	(3,855	)
Increase (Decrease) resulting from:
State taxes		(4,558	)		(170	)		3,781			(25	)		(441	)
Items without tax effect		1,526			700			5,235			86			—
Depletion		(7,350	)		(4,496	)		(7,657	)		(551	)		—
FSC exempt income		(1,050	)		(963	)		(952	)		—			—
Other, net		6,618			—			210			—			—
Total income tax (benefit) expense	$	(24,946	)	$	(10,501	)	$	43,235		$	(8,723	)	$	(4,296	)

F-17

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Deferred taxes reflect the tax effects of differences between the amounts recorded as assets and liabilities for financial reporting purposes and the amounts recorded for income tax purposes. The tax effects of significant temporary differences giving rise to deferred tax assets and liabilities are as follows:

(In thousands)	December 31, 2002			October 31, 2001
				(Restated)
Deferred tax assets:
Postretirement benefit obligations	$	28,608		$	28,428
Worker’s compensation		14,648			15,975
Reclamation and mine closure		41,167			32,416
Alternative minimum tax credit carryforwards		80,948			59,549
State NOL		14,204			6,959
Other		42,791			28,287
		222,366			171,614
Valuation allowance for deferred tax assets		(85,889	)		(66,508	)
Deferred tax assets, net		136,477			105,106
Deferred tax liabilities:
Plant, equipment and mine development		(231,782	)		(187,136	)
Mining property and mineral rights		(107,648	)		(110,748	)
Other		(27,834	)		(44,094	)
Total deferred tax liabilities		(367,264	)		(341,978	)
Net deferred tax liabilities	$	(230,787	)	$	(236,872	)

The Company’s deferred tax assets include alternative minimum tax (“AMT”) credits of $80.9 and $59.5 million each at December 31, 2002 and October 31, 2001. The AMT credits have no expiration date. Subsequent to the Spin-Off, the Company completed an assessment of its deferred tax balances and the likelihood of realizing AMT credit carryforwards as a stand-alone company. Management determined, more likely than not, that these credits will not be realized. State net operating loss carryforwards begin to expire in 2016.

The Company has a reserve for taxes that may become payable as a result of audits in future periods with respect to previously filed tax returns included in deferred tax liabilities (separate disclosure has not been made because the amount is not considered material). It is the Company’s policy to establish reserves for taxes that may become payable in future years as a result of an examination by tax authorities. The Company establishes the reserves based upon management’s assessment of exposure associated with permanent tax differences (i.e., tax depletion expense, etc.), tax credits and interest expense applied to temporary difference adjustments. The tax reserves are analyzed periodically (at least annually) and adjustments are made as events occur to warrant adjustment to the reserve. For example, if the statutory period for assessing tax on a given tax return or period lapses, the reserve associated with that period will be reduced. In addition, the adjustment to the reserve will reflect additional exposure based on current calculations. Similarly, if tax authorities provide administrative guidance or a decision is rendered in the courts, appropriate adjustments will be made to the tax reserve. The tax reserve was lowered in the years ending December 31, 2002, and October 31, 2001, by $4.1 million and $0.6 million, respectively, reflecting the reduction in exposure due to the lapsing of the statutory periods for assessing tax on tax periods ending in 1998 and 1997, partially offset by additional exposures identified for tax years that remained open. The tax reserve was increased in the fiscal year ending October 31, 2000 by $0.7 million for increased state and federal tax exposure in open years, partially offset by the lapsing of the statutory period for assessing tax on the tax period ending in 1996. In addition, payments were applied against the reserve for federal taxes and state taxes $1,045,000, $172,000, and $821,000 as a result of audits conducted during the years ended October 31, 2000 and 2001, and December 31, 2002, respectively.

F-18

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Massey’s federal income tax returns have been examined by the Internal Revenue Service, or Statutes of Limitations have expired through 1998. Management believes that the Company has adequately provided for any income taxes and interest that may ultimately be paid with respect to all open tax years.

8. Debt

The Company’s short-term debt at December 31, 2002, consists of $264.0 million of borrowings outstanding under its credit facilities. The weighted average effective interest rate of the outstanding borrowings was 3.92 percent at December 31, 2002 and 3.03 percent at October 31, 2001. In early May 2002, Moody’s and S&P downgraded the Company’s credit ratings. These ratings actions effectively prevented the Company from accessing the commercial paper market due to the restrictive investment policy credit guidelines of potential commercial paper investors and caused the Company to draw on the credit facilities for short-term financing needs. The Company had no commercial paper obligations outstanding at December 31, 2002, and $240.4 million at October 31, 2001. At October 31, 2001, the Company also had outstanding a note payable in the amount of $7.8 million, which was due and paid on November 1, 2001. At December 31, 2002, the Company’s available liquidity was $134.5 million, including cash and cash equivalents of $2.7 million and $131.8 million remaining on the Company’s revolving credit facilities.

On November 26, 2002, Massey and its lenders concluded the extension and amendment of the $150 million 364-day and $250 million multi-year revolving credit facilities, which have been guaranteed by A.T. Massey, that serve as the primary source of the Company’s short-term liquidity. The credit facilities now provide the lenders with selected assets as collateral for borrowings under the facilities. The selected assets that are collateral for the credit facilities include all capital stock of the Company’s subsidiaries and substantially all of the Company’s assets, now owned or at any time hereafter acquired by the Company, excluding among other things, all coal, oil and gas reserves and mining permits, certain properties (e.g., the Eastman Chemical Company Coal Handling System and Westvaco Coal Handling Facility, and the value of properties that might exceed the lien threshold established in the indenture related to the Senior Notes (discussed below)) and certain other assets associated with the Company’s accounts receivable securitization program discussed below. Both facilities have been renewed through November 25, 2003. The Company intends to replace these credit facilities prior to their expiration on November 25, 2003. Borrowings under these facilities bear interest based on (i) the London Interbank Offer Rate (LIBOR) or (ii) the Base Rate (as defined in the facility agreements) plus a margin, which is based on the Company’s senior secured debt credit rating as determined by Moody’s and Standard & Poor’s. At December 31, 2002, and currently, Massey’s senior secured debt ratings are Ba1 and BB+, respectively.

The revolving credit facilities contain financial covenants requiring the Company to maintain various financial ratios. Failure by the Company to comply with these covenants could result in an event of default, which if not cured or waived could have a material adverse effect on the Company. The financial covenants consist of a maximum leverage ratio, a minimum interest coverage ratio, and a minimum net worth test. The leverage ratio requires that the Company not permit the ratio of total indebtedness at the end of any quarter to adjusted EBITDA for the four quarters then ended to exceed a specific amount. The interest coverage ratio requires that the Company not permit the ratio of the Company’s adjusted EBITDA to interest expense for the four quarters then ended to be less than a specified amount. The net worth test requires that the Company not permit its net worth to be less than a specified amount. The Company was in compliance with all material covenants at December 31, 2002 and during other periods reflected except for the covenant related to the maximum leverage ratio, with which we were not in compliance at December 31, 2001. However, the participant banks granted a waiver of this financial covenant for the period ended December 31, 2001. In the event we violate any of the debt covenants and do not affect a timely cure or receive a waiver from the lenders in our credit facilities, the debt agreements provide that the Administrative Agent shall, if requested by at least four lenders holding at least 50% of the aggregate amount of the loans, declare the loans immediately due and payable.

In determining EBITDA as defined in the credit facility agreements for use in computing the leverage ratio, the Company has excluded certain items, including the $25.6 million charge relative to the Harman litigation described in Note 16. The Company believes that the exclusion of such items is appropriate and has notified the lenders’ Administrative Agent of this exclusion. If the accrual for the Harman litigation were to be included in the EBITDA calculation and no further adjustments were made, the Company would still be in compliance with the covenant at December 31, 2002.

The Company had $286.0 million of long-term debt as of December 31, 2002, which consisted entirely of 6.95 percent Senior Notes (the “Notes”) due March 1, 2007. Initially, $300 million of the Notes were issued in March 1997 at a discount, for aggregate proceeds of $296.7 million. During the fourth quarter of 2002, the Company made several open-market purchases, retiring a total principal amount of $14.0 million of the Notes at a cost of $10.7 million plus accrued interest. A gain of $3.3 million was recognized in the fourth quarter of 2002 and is shown in the Consolidated Financial Statements of Income in Senior notes repurchase income. Interest is payable semiannually on March 1 and September 1 of each year, commencing September 1, 1997. The Notes are redeemable in whole or in part, at the option of the Company at any time at a redemption price equal to the greater of (i) 100 percent of the principal amount of the Notes or (ii) as determined by a Quotation Agent as defined in the offering prospectus. On November 27, 2002,

F-19

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Moody’s and S&P reduced the credit ratings on the Senior Notes to Ba3 and B+, respectively, citing the structural subordination caused by the secured status of the amended bank credit facilities.

Additionally, the Company has available a $500 million debt shelf registration filed with the Securities and Exchange Commission (the “SEC”) in March 1999, all of which remains unused. Prior to the Spin-Off, Fluor Corporation filed this debt shelf registration. An updated filing with the SEC would be required to issue debt under this shelf registration.

Total interest paid for the year ended December 31, 2002 and October 31, 2001, was $35.4 million and $34.8 million, respectively, and was not material for the year ended October 31, 2000.

Off-Balance sheet arrangements

In the normal course of business, the Company is a party to certain off-balance sheet arrangements including guarantees, indemnifications, and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds. Liabilities related to these arrangements are not reflected in our consolidated balance sheets, and we do not expect any material adverse effects on our financial condition, results of operations or cash flows to result from these off-balance sheet arrangements.

The Company uses surety bonds to secure reclamation, workers’ compensation, wage payments, and other miscellaneous obligations. As of December 31, 2002, the Company had $261 million of outstanding surety bonds with third parties. These bonds were in place to secure obligations as follows: post-mining reclamation bonds of $217 million, workers’ compensation bonds of $10 million, wage payment and collection bonds of $9 million, and other miscellaneous obligation bonds of $25 million. Recently, surety bond costs have increased, while the market terms of surety bonds have generally become less favorable. To the extent that surety bonds become unavailable, the Company would seek to secure obligations with letters of credit, cash deposits, or other suitable forms of collateral.

From time to time the Company uses bank letters of credit to secure its obligations for worker’s compensation programs, various insurance contracts and other obligations. Issuing banks currently require that such letters of credit be secured by funds deposited into restricted accounts pledged to the banks under reimbursement agreements. At December 31, 2002, the Company had $32.5 million of letters of credit outstanding, collateralized by $31.5 million of cash deposited in restricted, interest bearing accounts, and no claims were outstanding against those letters of credit.

9. Fair Value of Financial Instruments

Certain Company subsidiaries prior to 2002 provided loans to West Virginia businesses at prevailing interest rates as part of an economic development program that provides tax credits as incentives. Outstanding loans at December 31, 2002 and October 31, 2001 amounted to $4.8 million and $10.5 million, respectively, of which $1.9 million and $2.4 million, respectively, are unsecured. These loans are estimated to be at fair value, after recording an allowance for loan losses of $1.4 million at December 31, 2002 and $2.1 million at October 31, 2001, based on future cash flows and related credit risk. The current portion of these notes is included in trade and other accounts receivable. The noncurrent portion is included in other noncurrent assets.

Prior to the Spin-Off (see Note 13), the Company loaned funds in excess of its operating and capital needs to Fluor and received interest on the average daily balance at 130% of the federal short-term rate determined in accordance with the Internal Revenue Code of 1986. Fluor repaid these loans to the Company as the need arose. The Company believed these financial practices to be a fair arrangement with its prior parent and concluded that any further assessment to determine fair market value of amounts due from Fluor would not be cost beneficial. Interest income for 2001 and 2000 related to these loans amounted to $1.5 million and $16.6 million, respectively. These loans were classified as a reduction to shareholders’ equity prior to the Spin-Off and were settled as part of the Spin-Off transaction.

In addition, the Company had outstanding $264.0 million and $248.2 million of short-term debt at December 31, 2002 and October 31, 2001, respectively (see Note 8). The carrying amount of this debt approximates its fair value.

The Company’s long-term debt consists entirely of 6.95 percent Senior Notes due March 1, 2007 (see Note 8). The fair value of the Senior Notes at December 31, 2002, based on currently available market information, was $270.9 million. The Senior Notes are not traded frequently and there were no trades reported as a benchmark.

F-20

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Pension Plans

Defined Benefit Pension

Prior to October 1, 2001, Massey sponsored two non-contributory defined benefit pension plans which covered substantially all administrative and non-union employees hired prior to September 1, 1994. As of October 1, 2001, these plans were merged together with each participant group retaining its benefit formula. These formulas provide pension benefits based on the employee’s years of service and average annual compensation during the highest five consecutive years of service. In addition, the new merged plan covers substantially all administrative and non-union employees of the Company who were previously covered under a non-contributory defined contributory pension plan. These participants will accrue benefits under a cash balance formula with contribution credits based on hours worked. Funding for the plan is generally at the minimum annual contribution level required by applicable regulations.

The plan assets are held by an independent trustee and, in certain circumstances, by insurance carriers. The plans assets include cash and cash equivalents, corporate and government bonds, preferred and common stocks, investments in mutual funds and annuity contracts. The fair market value of the plans assets was $174 million at December 31, 2002.

Net periodic pension expense (income) for the defined benefit pension plan includes the following components:

	Year Ended						Two Months Ended
(In thousands)	December 31, 2002			October 31, 2001			October 31, 2000			December 31, 2001
Service cost	$	10,649		$	2,657		$	2,509		$	1,769
Interest cost		10,256			9,498			9,114			1,693
Expected return on plan assets		(18,069	)		(22,245	)		(20,732	)		(2,886	)
Amortization of unrecognized net liability/(asset)		—			(1,800	)		(2,116	)		74
Amortization of prior service cost		133			57			56			10
Net periodic pension expense/(income)	$	2,969		$	(11,833	)	$	(11,169	)	$	660

The weighted average assumptions used in determining pension benefit obligations are as follows:

	December 31, 2002		October 31, 2001		December 31, 2001
Discount rates	6.75	%	7.25	%	7.25	%
Rates of increase in compensation levels	4.00	%	4.00	%	4.00	%
Expected long-term rate of return on plan assets used in determining expense in each of the periods	9.00	%	9.50	%	9.00	%

F-21

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the change in benefit obligation, plan assets and funded status of the Company’s defined benefit pension plan:

(In thousands)	Year Ended December 31, 2002			Year Ended October 31, 2001			Two Months Ended December 31, 2001
Change in benefit obligation
Benefit obligation at the beginning of the period	$	147,724		$	126,687		$	140,194
Service cost		10,649			2,657			1,769
Interest cost		10,256			9,498			1,693
Actuarial loss		6,103			7,626			5,120
Plan amendment		859			—			—
Benefits paid		(6,880	)		(6,274	)		(1,052	)
Benefit obligation at end of period	$	168,711		$	140,194		$	147,724
Change in plan assets
Fair value at the beginning of the period	$	204,473		$	237,551		$	196,131
Actual (loss) return on assets		(23,626	)		(35,156	)		9,390
Company contributions		29			10			4
Benefits paid		(6,880	)		(6,274	)		(1,052	)
Fair value at end of period	$	173,996		$	196,131		$	204,473
Funded status	$	5,285		$	55,937		$	56,749
Unrecognized net actuarial loss		67,153			20,743			19,423
Unrecognized prior service cost		1,187			461			451
Pension assets		73,625			77,141			76,623
Amount included in current liabilities		3,731			3,259			3,124
Noncurrent asset	$	77,356		$	80,400		$	79,747

Multi-Employer Pension

Under labor contracts with the United Mine Workers of America, certain operations make payments into two multi-employer defined benefit pension plan trusts established for the benefit of certain union employees. The contributions are based on tons of coal produced and hours worked. Such payments aggregated approximately $0.1 million each in the years ended December 31, 2002, October 31, 2001 and October 31, 2000. Payments into the two multi-employer plan trusts were less than $0.1 million during the two months ended December 31, 2001.

Defined Contribution and Salary Deferral Pension

Certain union employees are covered by a non-contributory defined contribution pension plan. Contributions to the defined contribution retirement plan are based on hours worked.

Prior to October 1, 2001, the Company sponsored a separate non-contributory defined contribution pension plan for substantially all administrative and non-union employees. On September 30, 2001, the plan was frozen and assets were merged into an existing salary deferral and profit sharing plan. Employees covered under the frozen plan now participate in the defined benefit pension plan under the cash balance formula discussed in the first paragraph of this Note.

For certain eligible employees, the Company sponsors a contributory defined contribution pension plan with Company contributions based on hours worked. Effective October 1, 2001, the maximum salary deferral rate was increased from 10% to 15% of eligible

F-22

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

compensation and the Company matches 30% on the first 10% of employee deferrals. The Company may make additional discretionary contributions to the plan.

For the years ended December 31, 2002 and October 31, 2001 and 2000, Company contributions to these three plans aggregated approximately $0.2 million, $7.5 million, and $5.6 million, respectively. Contributions to these plans during the two months ended December 31, 2001 were less than $0.1 million.

The Company also sponsors a salary deferral and profit sharing plan covering substantially all administrative and non-union employees. Effective October 1, 2001, the maximum salary deferral rate was increased from 10% to 15% of eligible compensation and the Company matches 30% on the first 10% of employee deferrals. The Company may make additional discretionary contributions to the plan. Total Company contributions aggregated approximately $4.6 million, $2.5 million, and $2.2 million for the years ended December 31, 2002, October 31, 2001 and October 31, 2000, respectively, and approximately $0.6 million for the two-month period ended December 31, 2001.

11. Other Noncurrent Liabilities

Other noncurrent liabilities comprise the following:

(In thousands)	December 31, 2002		October 31, 2001
			(Restated)
Reclamation	$	104,895	$	107,448
Other post-employment benefits (Note 11)		79,578		72,061
Workers’ compensation and black lung		78,322		75,810
Other		66,486		62,477
Total other noncurrent liabilities	$	329,281	$	317,796

Reclamation

The Company accrues for the costs of current mine disturbance and final mine closure, as coal is mined, on a unit-of-production basis over the proven and probable reserves as defined in Industry Guide 7. For the years ended December 31, 2002, October 31, 2001 and 2000, and the two-months ended December 31, 2001, the Company accrued approximately $9.8 million, $6.4 million, $6.5 million and $1.6 million, respectively, towards final mine closure reclamation, excluding re-costing adjustments identified below. The Company regularly reviews its estimated and accrued liabilities on a permit-by-permit basis and makes necessary adjustments, including permit changes and revisions to costs and productivities to reflect current experience. When changes in cost estimates or regulatory requirements cause the Company’s accrued liability for a permit to exceed its total estimated reclamation liability, the difference is credited to income. These “re-costing” adjustments are recorded as a decrease in cost of produced coal revenue and totaled $1.7 million, $6.6 million, $7.2 million and $0.2 million for the years ended December 31, 2002, October 31, 2001 and 2000, and the two-months ended December 31, 2001, respectively. The Company’s management believes it is making adequate provision for all expected future reclamation costs. Final reclamation costs for all operations as of December 31, 2002 are estimated to be approximately $163 million. As indicated in Note 3, SFAS No. 143, effective for the Company on January 1, 2003, will change the Company’s method of accounting for reclamation liabilities.

Workers’ Compensation and Black Lung

The Company is responsible under the Federal Coal Mine Health and Safety Act of 1969, as amended, and various states’ statutes for the payment of medical and disability benefits to employees and their dependents resulting from occurrences of coal worker’s pneumoconiosis disease (black lung). In addition, the Company is liable for workers’ compensation benefits for traumatic injuries under the workers’ compensation laws in the states in which it has operations.

The Company provides for federal and state black lung claims principally through a self-insurance program. The Company uses the service cost method to account for its self-insured black lung obligation. The liability measured under the service cost method represents the discounted future estimated cost for terminated employees either receiving or are projected to receive benefits, and the portion of the projected liability relative to prior service for active employees who are projected to receive benefits. An annual actuarial study is prepared by independent actuaries using certain assumptions to determine the liability. The calculation is based on

F-23

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

assumptions regarding disability incidence, medical costs, mortality, death benefits, dependents and interest rates. These assumptions are derived from actual Company experience and credible outside sources.

The Company uses a combination of three methods for coverage of traumatic injury liability pursuant to workers’ compensation laws including self-insurance programs, insurance coverage of claims, and participation in state workers’ compensation fund. The Company accrues for traumatic injury claims as incurred under its self-insurance program. Additionally, for self-insured claims, a provision for incurred but not reported claims is recorded.

Expense for black lung under the service cost method represents the service cost, which is the portion of the present value of benefits allocated to the current year, interest on the accumulated benefit obligation, and amortization of unrecognized actuarial gains and losses. The Company amortizes unrecognized actuarial gains and losses over a five-year period. If the remaining service period of active participants were less than five years, the amortization period would be reduced to the remaining service period.

Expenses for black lung benefits and workers’ compensation related benefits include the following components:

(In thousands)	December 31, 2002			October 31, 2001			Year Ended October 31, 2000			Two Months Ended December 31, 2001
				(Restated)			(Restated)			(Restated)
Self-insured black lung benefits
Service cost	$	3,461		$	1,792		$	1,558		$	598
Interest cost		3,478			3,054			3,418			626
Amortization of actuarial gain		(2,068	)		(4,080	)		(3,174	)		(192	)
	$	4,871		$	766		$	1,802		$	1,032
Other workers’ compensation benefits		31,727			27,106			16,383			4,308
	$	36,598		$	27,872		$	18,185		$	5,340

The actuarial assumptions used in the determination of black lung benefits included a discount rate of 6.75% as of December 31, 2002, (7.25% as of October 31, 2001 and December 31, 2001, and 7.75% as of October 31, 2000) and a black lung benefit cost escalation rate of 3% in each year. Payments for benefits, premiums and other costs related to workers’ compensation and black lung liabilities were $30.0 million, $25.0 million, and $20.8 million in 2002, 2001, and 2000, respectively, and $2.6 million in the two months ended December 31, 2001.

Workers’ compensation and black lung consisted of the following:

(In thousands)	At December 31, 2002		At October 31, 2001
			(Restated)
Accrued self-insured black lung obligation	$	62,886	$	59,578
Workers’ compensation (traumatic injury)		37,432		31,535
Total accrued workers’ compensation and black lung	$	100,318	$	91,113
Less amount included in other current liabilities		21,996		15,303
Workers’ compensation & black lung in other noncurrent liabilities	$	78,322	$	75,810

F-24

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The reconciliation of changes in the benefit obligation of the black lung obligation is as follows:

(In thousands)	At December 31, 2002			At October 31, 2001			At December 31, 2001
				(Restated)			(Restated)
Beginning of year accumulated black lung obligation	$	49,238		$	40,414		$	48,502
Service cost		3,461			1,792			598
Interest cost		3,478			3,054			626
Actuarial loss (gain)		2,749			5,768			—
Benefit payments		(2,107	)		(2,526	)		(488	)
End of year accumulated black lung obligation	$	56,819		$	48,502		$	49,238
Unamortized net gain		6,067			11,076			10,884
Accrued self-insured black lung obligation	$	62,886		$	59,578		$	60,122

12. Post-Employment Benefits

The Company also sponsors defined benefit health care plans that provide post-retirement medical benefits to eligible union and non-union members. To be eligible, retirees must meet certain age and service requirements. Depending on year of retirement, benefits may be subject to annual deductibles, coinsurance requirements, lifetime limits, and retiree contributions. Service costs are accrued currently. The postretirement benefit obligation at December 31, 2002 was determined in accordance with the current terms of the Company’s health care plans, together with relevant actuarial assumptions and health care cost trend rates projected at an annual rates of 11.0% ranging down to 5.0% in 2009 (8.0% ranging down to 5.0% in 2007 at October 31, 2001) and remaining level thereafter.

Assumed health care cost trend rates have a significant effect on the amounts reported for the medical plans. A one-percentage point change in assumed health care cost trend rates would have the following effects:

(In thousands)	1-Percentage Point Increase		1-Percentage Point Decrease
Effect on total of service and interest costs components	$	1,887	$	(1,534	)
Effect on accumulated postretirement benefit obligation	$	18,976	$	(15,570	)

Net periodic postretirement benefit cost includes the following components:

	Year Ended						Two Months Ended December 31, 2001
(In thousands)	December 31, 2002		October 31, 2001		October 31, 2000
Service cost	$	4,636	$	3,426	$	3,543	$	749
Interest cost		6,062		5,333		4,611		1,064
Recognized loss		—		—		—		45
Amortization of prior service cost		140		140		140		23
Net periodic postretirement benefit cost	$	10,838	$	8,899	$	8,294	$	1,881

F-25

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the change in benefit obligation of the Company’s postretirement benefit plans:

(In thousands)	Year Ended December 31, 2002			Year Ended October 31, 2001			Two Months Ended December 31, 2001
Change in benefit obligation
Benefit obligation at the beginning of the period	$	90,780		$	66,355		$	89,566
Service cost		4,616			3,426			749
Interest cost		6,062			5,333			1,064
Actuarial loss		23,483			16,857			—
Benefits paid		(3,830	)		(2,405	)		(599	)
Benefit obligation at end of period	$	121,111		$	89,566		$	90,780
Funded status	$	(121,111	)	$	(89,566	)	$	(90,780	)
Unrecognized net actuarial loss		36,382			12,965			12,920
Unrecognized prior service cost		1,333			1,496			1,473
Accrued postretirement benefit obligation		(83,396	)		(75,105	)		(76,387	)
Amount included in current liabilities		3,818			3,044			3,044
Noncurrent liability	$	(79,578	)	$	(72,061	)	$	(73,343	)

The discount rate used in determining the postretirement benefit obligation was 6.75 percent at December 31, 2002 and 7.25 percent at October 31, 2001 and at December 31, 2001.

Multi-Employer Benefits

Under the Coal Industry Retiree Health Benefits Act of 1992, coal producers are required to fund medical and death benefits of certain retired union coal workers based on premiums assessed by the United Mine Workers of America Benefit Funds. Based on available information at December 31, 2002, the Company’s obligation (discounted at 6.75%) under the Act is estimated at approximately $60.6 million. The Company’s obligation at October 31, 2001 was $52.3 million. The $8.3 million increase in obligation is primarily a result of a change in discount rate from 7.25% at October 31, 2001 to 6.75% at December 31, 2002, and an increase in per beneficiary premiums as determined by the funds. The Company treats its obligation under the Benefit Act as a participation in a multi-employer plan and records the cost of the Company’s obligation as expense as payments are assessed. The Company expense related to this obligation for the years ended December 31, 2002 and October 31, 2001 and 2000, totaled $4.1 million, $5.0 million, and $3.6 million, respectively. For the two-month period ended December 31, 2001 the Company expensed $0.7 million related to this obligation.

13. Spin-Off Transaction

On November 30, 2000, Fluor Corporation (“Fluor”) completed a reverse spin-off, which divided it into two separate publicly-traded corporations. As a result of the reverse spin-off (the “Spin-Off”), Fluor separated into (i) the spun-off corporation, “new” Fluor Corporation (“New Fluor”), which owns all of Fluor’s then existing businesses except for the coal-related business conducted by A.T. Massey Coal Company, Inc. (“A.T. Massey”), and (ii) Fluor Corporation, subsequently renamed Massey Energy Company, which owns the coal-related business. Further discussion of the Spin-Off may be found in Massey’s Annual Report on Form 10-K for the fiscal year ended October 31, 2000 as filed with the Securities and Exchange Commission.

Immediately after the Spin-Off, Massey had 73,468,707 shares of $0.625 par value common stock outstanding. In connection with the Spin-Off, A.T. Massey became the sole direct and wholly owned subsidiary of Massey.

Due to the relative significance of the businesses transferred to New Fluor following the Spin-Off, New Fluor has been treated as the “accounting successor” for financial reporting purposes, and the Company has been treated by New Fluor as a discontinued operation despite the legal form of separation resulting from the Spin-Off.

F-26

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Massey’s equity structure was also impacted as a result of the Spin-Off. As noted above, Massey assumed from Fluor $300 million of 6.95 percent Senior Notes, $278.5 million of Fluor commercial paper, other equity contributions from Fluor, and assumed Fluor’s common stock equity structure.

14. Equity Compensation Plans

Massey’s executive stock plans provide for grants of non-qualified stock options, incentive stock options, stock appreciation rights (“SARS”) and restricted stock awards. All executive stock plans are administered by the Compensation Committee of the Board of Directors (the “Committee”) comprised of independent outside directors. Option exercise prices, determined by the Committee, are equal to the average of the high and low of the quoted market price of the Company’s common stock on the date of grant. Options and SARS normally extend for 10 years and become exercisable over a vesting period determined by the Committee, which can include accelerated vesting for achievement of performance or stock price objectives. Additionally, two restricted stock plans exist for the purpose of providing non-employee directors with grants of restricted stock upon initial election or appointment to the Board of Directors and with annual grants of restricted stock. The restricted stock shares and compensation expense related to these shares are included in the “employee” totals discussed in this Note.

Stock based grants (restricted shares, stock options and SARS as discussed herein) awarded to employees of the Company prior to the Spin-Off, were generally converted to equivalent instruments in Massey following its separation from Fluor. In this regard, the outstanding number of grants were increased by multiplying the applicable amount by 4.056 (the “Conversion Ratio”), except for the grants held by Mr. Blankenship, as discussed below. Similarly, where applicable, the exercise price was reduced by dividing the exercise price prior to the Spin-Off by the Conversion Ratio. The Conversion Ratio applied to the outstanding awards held by Company employees was utilized to preserve the intrinsic value of such awards. It was determined by dividing the closing price of Fluor Corporation common stock on the date of the Spin-Off ($36.50) by the opening price for Massey Energy common stock the first trading day after the Spin-Off ($9.00). There were no accounting implications of having reduced the exercise price since the aggregate intrinsic value of the awards immediately after the change was not greater than the aggregate intrinsic value of the awards immediately before the change and the ratio of the exercise price per share to the market value per share was not reduced.

Stock based grants existing on the date of the Spin-Off specific to Mr. Blankenship were administered pursuant to an agreement between Mr. Blankenship, Fluor Corporation, A.T. Massey Coal Company, Inc. and New Fluor. Mr. Blankenship’s restricted stock and SARS after the spin-off were converted on a basis of one share or unit of Massey for each share or unit of Fluor. Additionally, Mr. Blankenship’s outstanding stock options were converted at a predetermined rate of 3.4 Massey options for each Fluor option. Similarly, the exercise price of Mr. Blankenship’s outstanding stock options were reduced by the 3.4 ratio.

During the year ended December 31, 2002 the Company issued 519,873 non-qualified stock options with annual vesting of 25% and 163,400 non-qualified stock options that cliff vest after four years all of which expire in ten years. During the year ended October 31, 2001 the Company issued 875,961 non-qualified stock options with annual vesting of 25% and that expire in ten years. During the year ended October 31, 2000, prior to the Spin-Off, 290,080 options (in Fluor stock), were awarded to Massey employees. The 2000 awards cliff vest after four years and expire in ten years, with accelerated vesting provisions based on the price of Massey’s stock. The accelerated vesting provisions were achieved during the first quarter of 2001.

On November 1, 2001, 787,500 SARS were granted to Mr. Blankenship pursuant to the Amended and Restated Employment Agreement between Massey Energy Company, A.T. Massey Coal Company, Inc. and Don L. Blankenship dated as of November 1, 2001 (amended and restated as of July 16, 2002). These SARS have an exercise price of $19.45 and vest as follows: 225,000 vested on October 31, 2002, while 225,000, 225,000 and 112,500 will vest on October 31, 2003, October 31, 2004, and April 30, 2005, respectively. These SARS expire in ten years. No grants of SARS were made to Massey employees during the fiscal years ended October 31, 2001 and 2000.

Restricted stock awards issued under the plans provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed or performance objectives have been attained. Upon termination of employment, shares upon which restrictions have not lapsed must be returned to the Company. Restricted stock awards issued to employees under the plans totaled 477,987 shares and 266,411 shares for the years ended December 31, 2002 and October 31, 2001, respectively. Prior to the Spin-Off, Fluor Corporation restricted stock issued to Massey employees totaled 31,390 shares for the year ended October 31, 2000 (117,618 shares when applying the Spin-Off conversion ratios at date of grant). Vested restricted stock is included in the weighted average shares outstanding calculation for basic earnings per share. Unvested restricted stock is included in the weighted average shares outstanding calculation for diluted earnings per share. See the Earnings Per Share section of Note 3 for further discussion.

As permitted by Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation” (“SFAS No. 123”), the Company has elected to continue following the guidance of APB Opinion No. 25, “Accounting for Stock Issued to

F-27

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Employees,” for measurement and recognition of stock-based transactions with employees. For the years ended December 31, 2002, and October 31, 2001, and 2000, expenses related to Massey’s various stock compensation plans (with the exception of stock options) totaled $2.7 million, $5.8 million, and $3.8 million, respectively, and $1.9 million for the two months ended December 31, 2001. Under APB Opinion No. 25, no compensation cost is recognized for the Company’s stock option plans because vesting provisions are based only on the passage of time and because the Company granted the options at an exercise price equal to the average of the high and low of the quoted market price of the Company’s stock on the date of grant. Had the Company recorded compensation expense using the accounting method recommended by SFAS No. 123, net earnings and diluted earnings per share would have been reduced to the pro forma amounts as follows:

	Year ended								Two Months Ended December 31, 2001
(In thousands, except per share amounts)	December 31, 2002			October 31, 2001			October 31, 2000
				(Restated)			(Restated)		(Restated)
Net (loss) earnings
As reported	$	(32,574	)	$	(5,420	)	$	78,531	$	(14,801	)
Pro forma	$	(34,709	)	$	(6,795	)	$	76,931	$	(15,162	)
Diluted net (loss) earnings per share
As reported	$	(0.44	)	$	(0.07	)	$	1.07	$	(0.20	)
Pro forma	$	(0.47	)	$	(0.09	)	$	1.05	$	(0.20	)

The estimated fair value as of the date of grant for options granted to Massey employees during the years ended December 31, 2002, and October 31, 2001 and 2000 was determined using the Black-Scholes option-pricing model based on the following weighted average assumptions (assumptions applied in 2000 were determined by Fluor):

	2002		2001		2000
Expected option lives (years)	5		5		6
Risk-free interest rates	3.08	%	4.29	%	6.03	%
Expected dividend yield	2.84	%	0.81	%	1.74	%
Expected volatility	49.4	%	37.1	%	39.8	%

The weighted average fair value of options granted by the Company during the years ended December 31, 2002 and October 31, 2001 using the Black-Scholes option-pricing model was $2.23 and $7.22, respectively. The weighted average fair value of options granted by Fluor to Massey employees during 2000 determined using the Black-Scholes option-pricing model was $18.00 (prior to conversion at the time of the Spin-Off).

F-28

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes stock option activity:

	Weighted Average
	Stock Options		Exercise Price Per Share
Outstanding at October 31, 1999	441,746		$	47.51
Granted	290,080		$	44.31
Expired or Cancelled	(52,010	)	$	48.61
Exercised	(6,755	)	$	35.09
Outstanding at October 31, 2000	673,061		$	47.16
Conversion adjustment to shares at Spin-Off	1,960,581
Granted	875,961		$	19.78
Expired or Cancelled	(375,486	)	$	12.12
Exercised	(817,110	)	$	11.47
Outstanding at October 31, 2001	2,317,007		$	14.89
Expired or Cancelled	(42,061	)	$	19.14
Exercised	(253,243	)	$	11.28
Outstanding at December 31, 2001	2,021,703		$	15.25
Granted	683,273		$	5.79
Expired or Cancelled	(264,772	)	$	13.64
Exercised	(125,689	)	$	11.17
Outstanding at December 31, 2002	2,314,515		$	12.86
Exercisable at:
October 31, 2000 (pre-conversion shares)	257,850
October 31, 2001	1,243,903
December 31, 2001	1,083,704
December 31, 2002	1,075,763

Characteristics of outstanding stock options at December 31, 2002 are as follows:

	Outstanding Options				Exercisable Options
Range of Exercise Price	Number of Options	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
$  5.21 –   7.63	679,473	9.8	$	5.78	—		—
$10.57 – 10.93	528,721	6.7	$	10.84	528,721	$	10.84
$12.50 – 13.03	156,285	4.9	$	12.79	142,464	$	12.76
$14.56 – 18.86	208,812	3.1	$	16.51	208,812	$	16.51
$19.42 – 20.11	741,224	8.7	$	19.78	195,766	$	19.78
$ 5.21 – 20.11	2,314,515	7.8	$	12.86	1,075,763	$	13.82

At December 31, 2002, there are 4,878,326 shares available for future grant under the Company’s stock plans. Available for grant includes shares which may be granted as either stock options or restricted stock, as determined by the Committee under the Company’s various stock plans.

F-29

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. Future Minimum Obligations

Certain mining and other equipment is leased under operating leases. Certain of these leases provide options for the purchase of the property at the end of the initial lease term, generally at its then fair market value, or to extend the terms at its then fair rental value. Rental expense for the years ended December 31, 2002, and October 31, 2001 and 2000, was $53.4 million, $54.3 million and $28.4 million, respectively, and $8.5 million for the two-month period ended December 31, 2001.

In December 2002, the Company entered into a sale-leaseback transaction involving certain mining equipment. The Company received proceeds of $17 million, with no resulting gain or loss on the transaction. The assets were leased back from the purchaser over a period of 4 years. The lease contains a renewal option at lease termination and a purchase option at an amount approximating fair value at lease termination. The lease is being accounted for as an operating lease. Future payments required under the lease are included within the table below.

The following presents future minimum rental payments, by year, required under operating leases with initial terms greater than one year, in effect at December 31, 2002:

Year	Minimum Rentals
	(In thousands)
2003	$	61,486
2004		55,671
2005		51,135
2006		32,947
2007		8,040
Thereafter		3,063
	$	212,342

16. Contingencies and Commitments

Force Majeure Litigation

Massey’s operations experienced various events of force majeure in 2000 and 2001, including:

The impoundment failure at Martin County on October 11, 2000 causing the destruction of the raw coal beltline feeding the preparation plant and leading to the immediate closure of the slurry impoundment by order of regulatory authorities. As a result, over 1 million shippable tons of coal could not be processed through the Martin County preparation plant for the six months that it was shut down as a result of the spill;

Adverse geological conditions in several of the Company’s longwall mines, including severe roof falls that forced the closure of the Upper Cedar Grove mine of the Independence resource group, flooding conditions in the Marfork resource group’s Ellis Eagle mine, adverse sandstone intrusions in both the Ellis Eagle and Performance resource group’s Upper Big Branch longwall mines, and a significant roof fall on the mainline belt and other adverse conditions at the Nicholas Energy resource group’s Jerry Fork longwall;

Various weather related problems in May, June and July, 2001 which caused power outages and flooding at several Massey operations;

Various underground disruptions such as a roof fall that curtailed transportation of coal from the Independence resource group’s Hernshaw mine to the Elk Run resource group’s Chess Processing preparation plant for approximately six weeks, and subsidence at the Twilight surface mine of the Progress resource group that covered a highwall miner for more than three weeks; and

Labor shortages, especially in trained and qualified underground workers, particularly electricians.

F-30

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As a result, Massey declared events of force majeure under a number of its contracts and sent reduced shipments to affected customers. The Company was able to resolve most shortfalls with its customers without dispute. However, the following dispute occurred and is not yet resolved:

On April 16, 2002, Appalachian Power Company, a subsidiary of American Electric Power, filed suit against Massey’s subsidiaries Central West Virginia Energy Company, Massey Coal Sales Company, Inc. and A.T. Massey Coal Company, Inc. in the Franklin County, Ohio Court of Common Pleas. The suit alleges that the Company improperly claimed force majeure with respect to a tonnage shortfall under its agreements with Appalachian Power in 2000 and 2001, and seeks to recover the additional cost Appalachian Power incurred in purchasing substitute coal. The complaint further alleges that the Company’s claim of force majeure constitutes fraud, and seeks to recover profits made by it on sales to other customers of the coal Appalachian Power claims should have been delivered to it. By order entered July 25, 2002, the court dismissed the fraud claim, however, on December 20, 2002, the court granted Appalachian Power leave to file a second amended complaint to reassert the fraud claim. The trial for this matter is currently scheduled for April 28, 2003. Discovery is ongoing and Appalachian Power has indicated on a preliminary basis that it intends to seek approximately $20.3 million in damages for its cost of purchasing substitute coal. No other alleged damages have been quantified.

Shareholder Derivative Suit

On August 5, 2002, a shareholder derivative complaint was filed in the Boone County, West Virginia, Circuit Court naming as defendants the Company, each of the Company’s directors (including Don L. Blankenship, Chairman, President and Chief Executive Officer), James L. Gardner, Executive Vice President and Chief Administrative Officer, Jeffrey M. Jarosinski, Vice President—Finance and Chief Financial Officer, Madeleine M. Curle, Vice President—Human Resources, and Bennett K. Hatfield, former Executive Vice President and Chief Operating Officer. The complaint alleges (i) breach of fiduciary duties against all of the defendants for refusing to cause the Company to comply with environmental, labor and securities laws, and (ii) improper insider trading by Don L. Blankenship, Jeffrey M. Jarosinski, Madeleine M. Curle and Bennett K. Hatfield. The Company and the other defendants removed the case to Federal District Court in Charleston, West Virginia, but the case has now been remanded to the Boone County Circuit Court. The case is still in very early procedural stages. The Company intends to vigorously pursue defense of this case.

Harman Case

On July 31, 1997, the Company acquired United Coal Company and its subsidiary, Wellmore Coal Corporation (“Wellmore”). Wellmore was party to a coal supply agreement (the “CSA”) with Harman Mining Corporation and certain of its affiliates (“Harman”), pursuant to which Harman sold coal to Wellmore. In December 1997, Wellmore declared force majeure under the CSA and reduced the amount of coal to be purchased from Harman as a result thereof. Wellmore declared force majeure because its major customer for the coal purchased under the CSA was forced to close its Pittsburgh, Pennsylvania coke plant due to regulatory action. The Company subsequently sold Wellmore, but retained responsibility for any claims relating to this declaration of force majeure. In June 1998, Harman filed a breach of contract action against Wellmore in Buchanan County, Virginia, Circuit Court. Harman claimed that Wellmore breached the CSA by declaring a force majeure event and reducing the amount of coal to be purchased from Harman. On August 24, 2000, a jury found that Wellmore had breached its contract and awarded Harman $6 million in damages. After unsuccessfully pursuing an appeal, on November 12, 2002, Massey paid Harman $6.0 million plus post-judgment interest of approximately $1.2 million, in full satisfaction of the judgment.

On October 29, 1998, Harman and its sole shareholder, Hugh Caperton, filed a separate action against Massey and certain of its subsidiaries in Boone County, West Virginia, Circuit Court, alleging that Massey and its subsidiaries tortiously interfered with Harman’s contract with Wellmore and, as a result, caused Harman to go out of business. On August 1, 2002, the jury in the case awarded the plaintiffs $50 million in compensatory and punitive damages. Massey is vigorously pursuing post-judgment remedies, and various motions filed in the trial court have been fully briefed and argued. Massey will appeal to the West Virginia Supreme Court of Appeals, if necessary. The Company accrued a liability with respect to these cases of $31.0 million, excluding interest, which the Company believes is a fair estimate of the eventual total payout relating to both the Virginia and West Virginia actions. After the payment of the Virginia verdict, the remaining accrual is $25.0 million, as of December 31, 2002, which is included in Other current liabilities.

Elk Run Dust Case

On February 2, 2001, approximately 160 residents of the Town of Sylvester, West Virginia, filed suit in the Circuit Court of Boone County, West Virginia against the Company and its subsidiary, Elk Run Coal Company, Inc., alleging that Elk Run’s operations create noise, light and dust constituting a nuisance and causing damage to the community and seeking to recover compensatory and punitive damages. On February 7, 2003, a jury awarded approximately $475,000 in compensatory damages to the plaintiffs but rejected the

F-31

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

plaintiffs’ request for punitive damages. The plaintiffs’ claim for attorneys’ fees is pending. Upon entry of a final order, either party has four months to appeal the case to the West Virginia Supreme Court of Appeals. At December 31, 2002, the Company had recorded reserves for the verdict and the Company’s best estimate of the plaintiffs’ claim for attorneys’ fees.

West Virginia Flooding Cases

Five of the Company’s subsidiaries have been named, among others, in 17 separate complaints filed in Boone, Fayette, Kanawha, McDowell, Mercer, Raleigh and Wyoming Counties, West Virginia. These cases collectively include numerous plaintiffs who filed suit on behalf of themselves and others similarly situated, seeking damages for property damage and personal injuries arising out of flooding that occurred in southern West Virginia in July of 2001. The plaintiffs have sued coal, timber, railroad and land companies under the theory that mining, construction of haul roads and removal of timber caused natural surface waters to be diverted and interrupted in an unnatural way, thereby causing damage to the plaintiffs. The West Virginia Supreme Court has ruled that these cases, including several additional flood damage cases not involving the Company’s subsidiaries, be handled pursuant to the Court’s Mass Litigation rules. As a result of this ruling, the cases have been transferred to the Circuit Court of Raleigh County in West Virginia to be handled by a panel consisting of three circuit court judges. The panel will, among other things, determine whether the individual cases should be consolidated or returned to their original circuit courts. While the outcome of this litigation is subject to uncertainties, based on our preliminary evaluation of the issues and the potential impact on us, we believe this matter will be resolved without a material adverse effect on our cash flows, financial condition or results of operations.

Water Claims Litigation

Two cases were filed in the Mingo County, West Virginia Circuit Court alleging that Massey’s Delbarton Mining Company subsidiary’s mining activities destroyed nearby resident plaintiffs’ water supplies. One case was filed on behalf of 54 plaintiffs on July 26, 2002, and the other was filed on behalf of 134 plaintiffs on July 1, 2002. Delbarton has already provided many of the plaintiffs with a replacement water source. The case is in the very early procedural stages and the trial is scheduled for October 2003.

Trucking Litigation

On January 7, 2003, Coal River Mountain Watch, an advocacy group representing local residents in the Counties of Boone, Raleigh and Kanawha, West Virginia, and other plaintiffs, filed suit in the Circuit Court of Kanawha County, West Virginia against various coal and transportation companies (including various Massey subsidiaries) alleging that the defendants illegally transport coal in overloaded trucks causing damage to state roads and interfering with the plaintiffs’ use and enjoyment of their properties and their right to use the public roads, and seeking injunctive relief and damages (including punitive damages).

Martin County Impoundment Discharge

On October 11, 2000, a partial failure of Massey’s Martin County Coal Corporation subsidiary’s coal refuse impoundment released approximately 230 million gallons of coal slurry into adjacent underground mine workings. The slurry then discharged into two tributary streams of the Big Sandy River in eastern Kentucky. No one was injured in the discharge. Clean up efforts began immediately and are complete. As of December 31, 2002, Massey incurred to date a total of approximately $58.3 million of cleanup costs in connection with the spill, $52.2 million of which have been paid directly or reimbursed by insurance companies. In the consolidated balance sheet as of December 31, 2002 and October 31, 2001, the accruals related to this matter of $9.9 million and $11.5 million, respectively, are included in Other current liabilities, and probable insurance recoveries of $15.1 million and $20.5 million, respectively, are included in Trade and other accounts receivable. Massey continues to seek insurance reimbursement of any and all covered costs. Most of the claims, fines, penalties and lawsuits from the impoundment failure have been satisfied or settled. The remaining issues (none of which is considered material) are:

(1) there are two remaining suits with 8 plaintiffs (one seeking class certification) seeking various unquantified damages allegedly resulting from the October 11, 2000 incident.

(2) On June 26, 2001, the WVDEP filed a civil action against Martin County Coal in the Wayne County, West Virginia, Circuit Court alleging natural resources damages in West Virginia and alleged violations of law resulting from the impoundment discharge. The court ruled that WVDEP cannot collect statutory penalties, but has not yet ruled whether WVDEP can continue to assert its claims for punitive damages. Massey is continuing to defend this action vigorously and believes that it has numerous valid defenses to the claims.

F-32

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) The Federal Mine Safety and Health Administration (“MSHA”) issued various citations following the impoundment discharge, and assessed penalties totaling approximately $110,000. The Company has contested the violations and penalty amount.

(4) On October 11, 2002, the Town of Fort Gay, West Virginia filed suit against the Company and Martin County Coal Corporation, alleging that it’s water treatment and distribution plant was damaged when water, allegedly damaged by the discharge from the Martin County impoundment, was pumped into the facility. Massey denies the allegations and is defending the action vigorously.

The Company believes it has insurance coverage applicable to these items, at least with respect to costs other than governmental penalties, such as those assessed by MSHA, and punitive damages, if any. One of our carriers has stated that it believes its policy does not provide coverage for governmental penalties or punitive damages.

Valley Fill Litigation

On May 8, 2002, the United States District Court for the Southern District of West Virginia issued an order in Kentuckians for the Commonwealth v. Rivenburgh enjoining the Huntington, West Virginia office of the U.S. Army Corps of Engineers from issuing permits under Section 404 of the Clean Water Act for the construction of valley fills for the disposal of overburden from mountaintop mining operations solely for the purpose of waste disposal. The court held that the filling of these waters solely for waste disposal is a violation of the Clean Water Act. The court’s injunction also prohibits the issuance of permits authorizing fill activities associated with types of mining activities other than mountaintop mining where the primary purpose or use of those fill activities is the disposal of waste. Such activities might include those associated with slurry impoundments and coal refuse disposal areas.

On January 29, 2003, the Fourth Circuit Federal Court of Appeals reversed the district court’s decision and lifted the injunction. The time for filing a possible appeal has not yet expired. If the decision of the Court of Appeals were reversed and the injunction reinstated, the effect would be to make mountaintop mining uneconomical in those areas subject to the injunction and call into question the ability of the Company to obtain permits with respect to other mining activities that use valley fills.

* * * * * * * *

The Company is involved in various other legal actions incident to the conduct of its businesses. Management does not expect a material impact to its results of operations, financial position or cash flows by reason of these actions.

Coal Purchase Commitments

As of December 31, 2002, the Company had commitments to purchase from external production sources 2.0 million, 0.7 million, and 0.7 million tons of coal in 2003, 2004, and 2005, respectively.

17. Quarterly Information (Unaudited)

As described more fully in Note 2, the Company recently resolved certain accounting and disclosure issues resulting from a review by the Securities and Exchange Commission (“SEC”) of its October 31, 2001 Annual Report on Form 10-K and subsequently filed periodic reports on Forms 10-Q. The quarterly financial information for 2002, 2001 and the two-month transition period ended December 31, 2001 is, by means of this filing, being restated, except for the fourth quarter of 2002, to reflect these adjustments.

Set forth below is the Company’s quarterly financial information for the previous two fiscal years and two-month transition period ended December 31, 2001. Included below are the previously reported as well as restated amounts for each of the following periods: three-months ended September 30, 2002, June 30, 2002 and March 31, 2002; and two-month transition period ended December 31, 2001.

F-33

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

	Three months ended
	March 31, 2002(1)						June 30, 2002(2)						September 30, 2002(3)						December 31, 2002(4)
(In thousands, except per share amounts)	Previously Reported			Restated			Previously Reported			Restated			Previously Reported			Restated			Previously Reported(9)			Restated
Total revenue	$	341,833		$	392,551		$	347,732		$	402,507		$	363,039		$	424,441		$	410,192		$	410,596
Income (loss) from operations		(229	)		(3,623	)		(17,047	)		(17,398	)		6,993			6,642			(12,217	)		(12,309	)
Loss before taxes		(7,047	)		(10,441	)		(24,990	)		(25,341	)		(1,698	)		(2,049	)		(19,597	)		(19,689	)
Net loss		(2,143	)		(4,213	)		(16,242	)		(16,456	)		(1,103	)		(1,317	)		(10,531	)		(10,587	)
Loss per share:
Basic and diluted	$	(0.03	)	$	(0.06	)	$	(0.22	)	$	(0.22	)	$	(0.01	)	$	(0.02	)	$	(0.14	)	$	(0.14	)

	Two months ended December 31, 2001(8)
(In thousands, except per share amounts)	Previously Reported			Restated
Total revenue	$	211,422		$	246,443
Loss from operations		(31,652	)		(19,209	)
Loss before taxes		(35,967	)		(23,524	)
Net loss		(22,391	)		(14,801	)
Loss per share:
Basic and diluted	$	(0.30	)	$	(0.20	)

	Three months ended
	January 31, 2001						April 30, 2001(5)				July 31, 2001(6)						October 31, 2001(7)
(In thousands, except per share amounts)	Previously Reported			Restated			Previously Reported		Restated		Previously Reported			Restated			Previously Reported		Restated
Total revenue	$	280,329		$	324,728		$	317,788	$	359,644	$	311,536		$	354,990		$	344,103	$	392,499
Income (loss) from operations		3,590			4,248			8,367		9,025		(5,738	)		(5,081	)		10,491		1,354
Earnings (loss) before taxes		(2,216	)		(1,558	)		3,249		3,907		(13,622	)		(12,965	)		3,832		(5,305	)
Net earnings (loss)		(1,352	)		(951	)		2,081		2,482		(9,394	)		(8,993	)		7,615		2,042
Earnings (loss) per share:
Basic and diluted	$	(0.02	)	$	(0.01	)	$	0.03	$	0.03	$	(0.13	)	$	(0.12	)	$	0.10	$	0.03

⁽¹⁾ Loss for the first quarter 2002 includes income in the amount of $5.1 million pre-tax received from one large customer for a contract buyout; a reduction in the Company’s bad debt reserves of $2.5 million pre-tax for a receivable from a large bankrupt customer, Wheeling-Pittsburgh Steel Corporation, due to a long-term repayment agreement; and a tax refund for the settlement of a state tax dispute in the amount of $2.4 million, net of federal tax.

⁽²⁾ Loss for the second quarter 2002 includes a charge of $25.6 million pre-tax related to an adverse jury verdict in the West Virginia Harman Mining Corporation action. See Note 16 for further information. Additionally, in June 2002, the Company sold an additional interest in its synfuel-producing subsidiary, Appalachian Synfuel, LLC. See Note 6 for further information.

⁽³⁾ Loss for the third quarter of 2002 includes a charge in the amount of $13.2 million pre-tax related to the write off of capitalized development costs at certain idled mines. See Note 5 for further information.

⁽⁴⁾ Earnings for the fourth quarter of 2002 include a charge in the amount of $10.6 million pre-tax related to an arbitration award in a contract dispute. See Note 18 for further information.

⁽⁵⁾ On March 15, 2001, the Company sold a substantial interest in its synfuel producing subsidiary, Appalachian Synfuel, LLC. See Note 6 for further information. Additionally, earnings for the second quarter 2001 include a reduction in cost of produced coal revenue of $6.5 million pre-tax and interest income of $3.2 million pre-tax related to the refund of black lung excise taxes.

⁽⁶⁾ Loss for the third quarter 2001 includes a $7.5 million pre-tax adjustment related to the write-off of unamortized longwall panel development costs. The Company decided in the third quarter to move the longwall unit to another mine to take advantage of better mining conditions. Additionally, the loss includes a reduction of cost of produced coal revenue of $3.0 million pre-tax related to the refund of black lung excise taxes.

F-34

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

⁽⁷⁾ Earnings for the fourth quarter 2001 include a charge of $6.9 million pre-tax related to the settlement with the State of West Virginia regarding Worker’s Compensation liabilities incurred by independent contractors, and $2.5 million pre-tax related to an increase in reserves for a wrongful employee discharge suit.

⁽⁸⁾ Earnings for the two-month transition period ended December 31, 2001 include a charge of $3.9 million pre-tax related to the bankruptcy of a substantial customer, Enron Corporation.

⁽⁹⁾ As reported within the Company’s Press Release filed on Form 8-K on February 5, 2003.

18. Subsequent Events

Receivables Securitization

On January 31, 2003, the Company entered into a borrowing program, secured by its accounts receivable. The amount eligible to be borrowed under the program is up to $80 million depending on the level of eligible receivables and restrictions on concentrations of receivables. At February 28, 2003, the borrowings outstanding under the program totaled $54.0 million. The program expires in July 2004. The receivables outstanding under these programs and the corresponding debt will be included as “Trade accounts receivables” and “Long-term debt,” respectively, on the Company’s consolidated balance sheets in subsequent accounting periods. As collections reduce previously pledged interests, new receivables will be pledged. A portion of the cost of the accounts receivable secured borrowing programs is based on the creditors’ level of investment and borrowing costs. The total cost of the programs will be included in interest expense on future statements of income.

Duke Arbitration

On December 14, 2001, Duke Energy made a demand for arbitration, disputing the Company’s claim that an event of force majeure had occurred and claiming $20.5 million in damages resulting from coal tonnage shortfalls. In December 2002, the dispute went to arbitration. On January 23, 2003, the arbitrators awarded Duke Energy $10.6 million on its claim, which Massey has paid. Charges for such payment were recorded in the fourth quarter of 2002.

F-35

MASSEY ENERGY COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
$ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS	2003			2002			2003			2002
Revenues
Produced coal revenue	$	310,694		$	343,183		$	939,008		$	997,589
Freight and handling revenue		19,928			28,769			66,536			81,586
Purchased coal revenue		29,652			32,460			83,176			82,308
Other revenue		12,864			20,029			51,773			58,016
Insurance settlement		17,677			—			17,677			—
Senior notes repurchase income		—			—			615			—
Total revenues		390,815			424,441			1,158,785			1,219,499
Costs and expenses
Cost of produced coal revenue		278,596			280,669			834,308			869,799
Freight and handling costs		19,928			28,769			66,536			81,586
Cost of purchased coal revenue		30,687			32,626			84,917			85,288
Depreciation, depletion and amortization applicable to:
Cost of produced coal revenue		47,260			62,946			139,552			158,367
Selling, general and administrative		1,128			1,157			3,399			2,616
Selling, general and administrative		9,050			8,882			26,799			27,287
Other expense		1,967			2,750			7,531			8,935
Total costs and expenses		388,616			417,799			1,163,042			1,233,878
Income (loss) before interest and taxes		2,199			6,642			(4,257	)		(14,379	)
Interest income		1,196			1,240			3,388			2,904
Interest expense		(10,787	)		(9,931	)		(29,872	)		(26,356	)
Loss before taxes		(7,392	)		(2,049	)		(30,741	)		(37,831	)
Income tax benefit		(3,538	)		(731	)		(15,092	)		(15,844	)
Loss before cumulative effect of accounting change		(3,854	)		(1,318	)		(15,649	)		(21,987	)
Cumulative effect of accounting change, net of tax of $5.0 million		—			—			(7,880	)		—
Net loss	$	(3,854	)	$	(1,318	)	$	(23,529	)	$	(21,987	)
Loss per share: (Basic and Diluted) (Note 7)
Loss before cumulative effect of accounting change	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.30	)
Cumulative effect of accounting change		—			—			(0.10	)		—
Net loss	$	(0.05	)	$	(0.02	)	$	(0.31	)	$	(0.30	)
Shares used to calculate loss per share (Note 7)
Basic and Diluted		74,574			74,468			74,552			74,421
Dividends declared per share	$	0.04		$	0.04		$	0.12		$	0.12

See Notes to Condensed Consolidated Financial Statements.

F-36

MASSEY ENERGY COMPANY

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

$ IN THOUSANDS, EXCEPT SHARE AMOUNTS	SEPTEMBER 30, 2003			DECEMBER 31, 2002
ASSETS
Current Assets
Cash and cash equivalents	$	49,488		$	2,725
Trade and other accounts receivable, less allowance of $8,795 and $8,775, respectively		157,245			175,795
Inventories		198,305			193,669
Deferred taxes		13,889			13,889
Income taxes receivable		30,015			6,437
Other current assets		186,680			117,326
Total current assets		635,622			509,841
Net Property, Plant and Equipment		1,435,360			1,534,488
Other Noncurrent Assets
Pension assets		67,736			77,356
Other		127,821			119,747
Total other noncurrent assets		195,557			197,103
Total assets	$	2,266,539		$	2,241,432
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable (trade and bank overdrafts)	$	116,361		$	124,933
Short-term debt		2,500			264,045
Payroll and employee benefits		32,429			44,389
Other current liabilities		115,275			139,896
Total current liabilities		266,565			573,263
Noncurrent Liabilities
Long-term debt		661,875			286,000
Deferred taxes		246,818			244,676
Other noncurrent liabilities		313,762			329,281
Total noncurrent liabilities		1,222,455			859,957
Shareholders’ Equity
Capital stock
Preferred - authorized 20,000,000 shares without par value; none issued		—			—
Common - authorized 150,000,000 shares of $0.625 par value; issued and outstanding - 75,298,915 and 75,317,732 shares at September 30, 2003 and December 31, 2002, respectively		47,062			47,074
Additional capital		21,745			21,659
Retained earnings		713,386			745,886
Unamortized executive stock plan expense		(4,674	)		(6,407	)
Total shareholders’ equity		777,519			808,212
Total liabilities and shareholders’ equity	$	2,266,539		$	2,241,432

* Amounts at December 31, 2002 have been derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

F-37

MASSEY ENERGY COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

	NINE MONTHS ENDED SEPTEMBER 30,
$ IN THOUSANDS	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(23,529	)	$	(21,987	)
Adjustments to reconcile net loss to cash utilized by operating activities:
Cumulative effect of accounting change, net of tax		7,880			—
Depreciation, depletion and amortization		142,951			160,983
Deferred taxes		7,205			5,095
Loss on disposal of assets		648			446
Gain on repurchase of senior notes		(615	)		—
Changes in operating assets and liabilities		(125,117	)		(24,284	)
Cash provided by operating activities		9,423			120,253
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(85,860	)		(121,971	)
Proceeds from sale of assets		8,708			6,908
Cash utilized by investing activities		(77,152	)		(115,063	)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in revolving credit facilities, net		(264,045	)		12,340
Repurchase of senior notes		(2,385	)		—
Proceeds from issuance of convertible notes		128,040			—
Proceeds from secured term loan borrowings		244,142			—
Repayments of secured term loan		(625	)		—
Proceeds from sale-leaseback transactions		17,960			—
Dividends paid		(8,951	)		(8,937	)
Stock options exercised		356			1,408
Cash provided by financing activities		114,492			4,811
Increase in cash and cash equivalents		46,763			10,001
Cash and cash equivalents at beginning of period		2,725			5,544
Cash and cash equivalents at end of period	$	49,488		$	15,545

See Notes to Condensed Consolidated Financial Statements.

F-38

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) General

The condensed consolidated financial statements do not include footnotes and certain financial information normally presented annually under accounting principles generally accepted in the United States and, therefore, should be read in conjunction with the Annual Report on Form 10-K (as amended by Form 10-K/A) of Massey Energy Company (“Massey” or the “Company”) for the fiscal year ended December 31, 2002. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the quarterly period ended September 30, 2003 are not necessarily indicative of results that can be expected for the full year.

The condensed consolidated financial statements included herein are unaudited; however, they contain all adjustments (consisting of normal recurring accruals) which, in the opinion of the Company, are necessary to present fairly its consolidated financial position at September 30, 2003 and December 31, 2002, and its consolidated results of operations and cash flows for the nine months ended September 30, 2003 and 2002, in conformity with accounting principles generally accepted in the United States.

The condensed consolidated financial statements include the accounts of Massey, its wholly owned subsidiary A. T. Massey Coal Company, Inc. (“A. T. Massey”) and its subsidiaries. The Company has no independent assets or operations. A. T. Massey, which fully and unconditionally guarantees the Company’s obligations under the 6.95% Senior Notes due 2007 (the “6.95% Senior Notes”) and the 4.75% Senior Convertible Notes due 2023 (the “Convertible Notes”), is the Company’s sole direct operating subsidiary. See Note 6 for a more complete discussion of debt.

Certain 2002 amounts have been reclassified to conform with the 2003 presentation.

(2) Cumulative Effect of Accounting Change for Reclamation Liabilities

Effective January 1, 2003, the Company changed its method of accounting for reclamation liabilities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations” (“Statement 143”). Statement 143 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred. When the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the amount of cash paid, a gain or loss upon settlement is incurred. The Company periodically reviews its estimated future cash flows for its asset retirement obligations.

As a result of adoption of Statement 143, the Company recognized a decrease in total reclamation liability of $13.1 million. The Company capitalized asset retirement costs by increasing the carrying amount of the related long lived assets recorded in Property, plant and equipment, net of the associated accumulated depreciation, by $22.7 million. Additionally, the Company recognized a decrease in mining properties and mineral rights, net of accumulated depletion, of $48.7 million related to amounts recorded in previous asset purchase transactions from assumption of pre-acquisition reclamation liabilities. The Company also recognized a decrease in net deferred tax liability of $5.0 million as a result of adoption of Statement 143.

The cumulative effect of the change on prior years resulted in a charge to income of $7.9 million, net of income taxes of $5.0 million ($0.10 per share). The pro forma effects of the application of Statement 143 as if Statement 143 had been applied retroactively are presented below:

	Three months ended						Nine months ended
$ In thousands, except per share amounts	September 30, 2003			September 30, 2002			September 30, 2003			September 30, 2002
Net loss	$	(3,854	)	$	(1,540	)	$	(15,649	)	$	(23,220	)
Net loss per common share	$	(0.05	)	$	(0.0.2	)	$	(0.21	)	$	(0.31	)

F-39

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table describes all changes to the Company’s reclamation liability:

$ In thousands	Nine months ended September 30, 2003
Reclamation liability at beginning of period	$	115,038
Cumulative effect		(13,124	)
Accretion expense		5,966
Liability incurred		1,665
Revisions in estimated cash flows		1,632
Payments		(10,913	)
Reclamation liability at end of period	$	100,264

The pro forma reclamation liability balances as if Statement 143 had been applied retroactively are as follows:

$ in thousands	Nine months ended September 30, 2003		Twelve months ended December 31, 2002
Pro forma amounts of reclamation liability at beginning of period	$	101,914	$	99,756
Pro forma amounts of reclamation liability at end of period	$	100,264	$	101,914

(3) Inventories

Inventories are comprised of:

$ in thousands	September 30, 2003		December 31, 2002
Saleable coal	$	57,709	$	69,823
Raw coal		45,187		47,898
Work in process		72,393		52,817
Subtotal coal inventory	$	175,289	$	170,538
Supplies inventories		23,016		23,131
Total inventory	$	198,305	$	193,669

(4) Other Current Assets

Other current assets are comprised of the following:

$ in thousands	September 30, 2003		December 31, 2002
Longwall panel costs	$	49,911	$	39,155
Deposits		109,857		42,319
Other		26,912		35,852
Total other current assets	$	186,680	$	117,326

F-40

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Deposits at September 30, 2003 include $105.0 million of funds pledged as collateral to support outstanding letters of credit (see Note 6 for further discussion). Deposits at December 31, 2002 include $31.5 million of funds pledged as collateral to support outstanding letters of credit and other obligations.

(5) Property, Plant and Equipment

Net Property, Plant and Equipment is comprised of:

$ in thousands	September 30, 2003			December 31, 2002
Property, Plant and Equipment, at cost	$	2,801,571		$	2,817,145
Accumulated depreciation, depletion and amortization		(1,366,211	)		(1,282,657	)
	$	1,435,360		$	1,534,488

During the third quarter of 2002, the Company recorded a charge in the amount of $13.2 million (pre-tax) related to the write off of capitalized development costs at certain idled mines, which include the Pegs Branch mine of the Sidney resource group, the Spring Branch mine of the Stirrat resource group, and the Ruby Energy mine of the Delbarton resource group. This charge is included in depreciation, depletion and amortization for the three months and nine months ended September 30, 2002.

(6) Debt

The Company’s debt is comprised of the following:

$ in thousands	September 30, 2003		December 31, 2002
6.95% senior notes due 2007	$	283,000	$	286,000
4.75% convertible senior notes due 2023		132,000		—
Revolving credit facilities		—		264,045
Secured term loan		249,375		—
Total debt		664,375		550,045
Less short-term debt		2,500		264,045
Total long-term debt	$	661,875	$	286,000

The weighted average effective interest rate of the Company’s outstanding variable rate borrowings was 4.62 percent at September 30, 2003 and 3.92 percent at December 31, 2002. The Company was in compliance with all material covenants relating to our outstanding indebtedness at September 30, 2003 and during all other periods reflected herein and had received a waiver with respect to other covenants at September 30, 2003 relating to the Company’s then existing accounts receivable financing program.

Refinancing

On July 2, 2003, the Company completed the refinancing of its prior revolving credit facilities. A.T. Massey executed a $355 million secured financing package consisting of a $105 million revolving credit facility and a $250 million secured term loan, which were subsequently canceled and repaid on November 10, 2003 (See Note 11 for additional details). The refinanced revolving credit facility included a $55 million sublimit for the issuance of letters of credit. The Company and A.T. Massey’s direct and indirect subsidiaries guaranteed these refinanced credit facilities. The revolving credit facility was scheduled to expire on January 1, 2007 and the secured term loan was scheduled to expire on July 2, 2008.

A portion of the proceeds from the secured term loan was used to repay all outstanding amounts under the prior revolving credit facilities and under the accounts receivable financing program. Of the remaining proceeds, $100 million was placed in restricted, interest bearing accounts (“Restricted Cash”) to collateralize current and future letters of credit issued outside of the refinanced credit facility.

F-41

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On July 31, 2003, the Company executed agreements establishing a separate letter of credit facility in addition to the $55 million sublimit under the refinanced revolving credit facility, authorizing the issuance of up to an additional $100 million in letters of credit utilizing the Restricted Cash as collateral. At July 31, 2003, $45 million of previously issued letters of credit were transferred into this facility. In August 2003, the Company used the remainder of this facility to provide a $55 million appeal surety in the pending Harman litigation appeal (see Note 10 for further discussion of the Harman litigation).

No drawings were initially made under the refinanced revolving credit facility; however, $34.3 million in letters of credit were issued during the third quarter of 2003 to secure various statutory obligations for workers’ compensation and reclamation bonding.

The financing package provided the lenders with collateral for borrowings under the refinanced facilities, including all capital stock of the Company’s subsidiaries and substantially all of the Company’s assets, then owned or at any time thereafter acquired by the Company, excluding among other things, Restricted Cash to the extent it collateralized surety bonds and letters of credit issued outside of the refinanced credit facilities, the value of properties that exceeded the lien sharing threshold established in the indentures related to the Convertible Notes and the 6.95% Senior Notes, and certain other assets associated with the accounts receivable securitization program. Borrowings under these facilities bore interest based on either (1) the Eurodollar Base Rate or (2) the Base Rate (both as defined in the refinanced credit facility agreement) plus a margin, which for the refinanced revolving credit facility was based on the leverage ratio, as defined in the financial covenants requirement of the facilities agreement, and for the secured term loan was equal to 3.50% for the Eurodollar Base Rate and 2.50% for the Base Rate. The initial borrowings under the secured term loan accrued interest at the Base Rate, and the Company subsequently converted the interest rate index under the secured term loan to the Eurodollar Base Rate.

The refinanced credit facilities contained financial covenants requiring that the Company meet certain financial tests. The financial covenants consisted of a maximum leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a limitation on capital expenditures. The leverage ratio required that the Company not permit the ratio of total Financial Covenant Debt (as defined in the refinanced credit facility agreement) at the end of any quarter to consolidated EBITDA (as defined in the refinanced credit facility agreement) for the four quarters then ended to exceed a specific amount. The secured leverage ratio required that the Company not permit the ratio of total secured Financial Covenant Debt at the end of any quarter to consolidated EBITDA for the four quarters then ended to exceed a specific amount. The interest coverage ratio required that the Company not permit the ratio of consolidated EBITDA to Interest Expense (as defined in the refinanced credit facility agreement) for the four quarters then ended to be less than a specified amount. The capital expenditures covenant limited Capital Expenditures (as defined in the refinanced credit facility agreement) to a specified amount during each fiscal year.

Accounts Receivable-Based Financing Program

On January 31, 2003, the Company entered into a borrowing program secured by its accounts receivable. The amount available to be borrowed under the program is up to $80 million, depending on the level of eligible receivables and restrictions on concentrations of receivables. At September 30, 2003, there were no borrowings outstanding under the program. The program expires in July 2004. The total cost of the program is included in Interest expense on the condensed consolidated statements of income for the period ended September 30, 2003.

4.75% Convertible Senior Notes

On May 29, 2003, the Company issued $132.0 million of 4.75% Convertible Senior Notes due May 15, 2023, in a private placement. The Company subsequently filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) to register the Convertible Notes. The Convertible Notes are unsecured obligations ranking equally with all other unsecured senior indebtedness of the Company. Interest on the Convertible Notes is payable on May 15 and November 15 of each year, beginning on November 15, 2003. The Convertible Notes will mature on May 15, 2023, however Massey may redeem some or all of the Convertible Notes at any time on or after May 20, 2009.

Holders of the Convertible Notes may require Massey to purchase all or a portion of their Convertible Notes on May 15, 2009, May 15, 2013 and May 15, 2018. The Company will pay cash for all Convertible Notes so purchased on May 15, 2009. For purchases on May 15, 2013 or May 15, 2018, the Company may, at its option, choose to pay the purchase price for such Convertible Notes in cash or in shares of Massey’s common stock or any combination thereof.

The Convertible Notes are convertible during certain periods by holders into shares of Massey’s common stock initially at a conversion rate of 51.573 shares of common stock per $1,000 principal amount of Convertible Notes (subject to adjustment in certain

F-42

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

events) under the following circumstances: (1) if the price of Massey’s common stock reaches specified thresholds; (2) if the Convertible Notes are redeemed by the Company; (3) upon the occurrence of certain specified corporate transactions; or (4) if the credit ratings assigned to the Convertible Notes decline below specified levels.

Off-Balance Sheet Arrangements

In the normal course of business, the Company is a party to certain off-balance sheet arrangements including guarantees, indemnifications, and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds. We do not expect any material adverse effects on our financial condition, results of operations or cash flows to result from these off-balance sheet arrangements.

The Company uses surety bonds to secure reclamation, workers’ compensation, wage payments, and other miscellaneous obligations. As of September 30, 2003, the Company had $266.9 million of outstanding surety bonds with third parties. These bonds were in place to secure obligations as follows: post-mining reclamation bonds of $238.8 million, workers’ compensation bonds of $10.0 million, wage payment and collection bonds of $8.9 million, and other miscellaneous obligation bonds of $9.2 million. Recently, surety bond costs have increased, while the market terms of surety bonds have generally become less favorable. To the extent that surety bonds become unavailable, the Company will seek to secure obligations with letters of credit, cash deposits, or other suitable forms of collateral. As of September 30, 2003, the Company had secured $34.3 million of surety obligations with letters of credit issued under its revolving credit facility letter of credit sublimit.

From time to time the Company uses bank letters of credit to secure its obligations for worker’s compensation programs, various insurance contracts and other obligations. Issuing banks currently require that such letters of credit be secured by funds deposited into restricted accounts pledged to the banks under reimbursement agreements. At September 30, 2003, the Company had $135.7 million of letters of credit outstanding (including the $34.3 million noted above that secure surety obligations), collateralized by $105.0 million of funds deposited in restricted, interest bearing accounts, and no claims were outstanding against those letters of credit.

(7) Earnings Per Share

The number of shares used to calculate basic loss per share for the three months and nine months ended September 30, 2003 and 2002 is based on the weighted average outstanding shares of Massey during the respective periods. The number of shares used to calculate diluted earnings (loss) per share is based on the number of shares used to calculate basic loss per share plus the dilutive effect of stock options and other stock-based instruments held by Massey employees each period. In accordance with accounting principles generally accepted in the United States, the effect of dilutive securities was excluded from the calculation of the diluted loss per common share in the three months and nine months ended September 30, 2003 and 2002, as such inclusion would result in antidilution.

The computations for basic and diluted loss per share are based on the following per share information:

	THREE MONTHS ENDED SEPTEMBER 30,		NINE MONTHS ENDED SEPTEMBER 30
$ in thousands	2003	2002	2003	2002
Average shares of common stock outstanding:
Basic	74,574	74,468	74,552	74,421
Effect of stock options/restricted stock	—	—	—	—
Diluted	74,574	74,468	74,552	74,421

(8) Stock Plans

The Company accounts for stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Accordingly, compensation cost for stock options granted to employees is measured as the excess, if any, of the quoted market price of the stock at the date of grant over the amount an employee must pay to acquire the stock. Compensation cost for stock appreciation rights and performance equity units is

F-43

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

recorded based on the quoted market price of the Company’s stock at the end of the period. The Company has implemented the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“Statement 123”). The Company has recognized no stock-based compensation expense related to stock options in the three months and nine months ended September 30, 2003 and 2002, as all options granted had an exercise price equal to market value of the underlying common stock on the date of the grant. If the Company had followed the fair value method under Statement 123 to account for stock based compensation for stock options, the amount of stock based compensation cost for stock options, net of related tax, which would have been recognized for each period and pro-forma net income for each period would have been as follows:

	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
$ in thousands, except per share amounts	2003			2002			2003			2002
Net loss, as reported	$	(3,854	)	$	(1,318	)	$	(23,529	)	$	(21,987	)
Total stock-based employee compensation expense for stock options determined under Black-Scholes option pricing model	$	(522	)	$	(534	)	$	(1,551	)	$	(1,579	)
Pro forma net loss	$	(4,376	)	$	(1,852	)	$	(25,080	)	$	(23,566	)
Loss per share:
Basic and diluted—as reported	$	(0.05	)	$	(0.02	)	$	(0.31	)	$	(0.30	)
Basic and diluted—pro forma	$	(0.06	)	$	(0.02	)	$	(0.33	)	$	(0.32	)

(9) Other Items Affecting Net Income

During the third quarter of 2003, the Company received $21.0 million for the settlement of a property and business interruption claim, which, after adjusting for a previously booked receivable and claim settlement expenses, resulted in a gain of $17.7 million (pre-tax) and is reflected in Insurance settlement for the three and nine months ended September 30, 2003.

During the second quarter of 2002, the Company recorded a charge in the amount of $25.6 million (pre-tax) related to an adverse jury verdict in the West Virginia Harman Mining Corporation action, which was rendered on August 1, 2002 (see Note 10 for further discussion). This charge is included in Cost of produced coal revenue for the nine months ended September 30, 2002.

During the first quarter of 2002, the Company reduced its bad debt reserves for a receivable from a large bankrupt customer, Wheeling Pittsburgh Steel. This positive adjustment of $2.5 million (pre-tax) is reflected in Selling, general and administrative expense for the first nine months of 2002.

Income from a contract buyout payment from a large customer in the amount of $5.1 million (pre-tax) is included in Other revenue for the first nine months of 2002.

(10) Contingencies and Commitments

Harman Case

On July 31, 1997, we acquired United Coal Company and its subsidiary, Wellmore Coal Corporation. Wellmore was party to a coal supply agreement with Harman Mining Corporation and certain of its affiliates, pursuant to which Harman sold coal to Wellmore. In December 1997, Wellmore declared force majeure under the coal supply agreement and reduced the amount of coal to be purchased from Harman as a result thereof. Wellmore declared force majeure because its major customer for the coal purchased under the coal supply agreement was forced to close its Pittsburgh, Pennsylvania coke plant due to regulatory action. We subsequently sold Wellmore, but retained responsibility for any claims relating to this declaration of force majeure. On October 29, 1998, Harman and its sole shareholder, Hugh Caperton, filed an action against us and certain of our subsidiaries in the Circuit Court of Boone County, West Virginia, alleging that we and our subsidiaries tortiously interfered with Harman’s contract with our subsidiary, Wellmore, and, as a result, caused Harman to go out of business. On August 1, 2002, the jury in the case awarded the plaintiffs $50 million in

F-44

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

compensatory and punitive damages. On July 17, 2003, we were ordered to file a $55 million letter of credit with the trial court to secure the jury verdict, plus one year’s interest at 10%, which we filed on August 13, 2003. We are pursuing post-judgment remedies. Various motions filed in the trial court have been fully briefed and argued. We will appeal to the Supreme Court of Appeals of West Virginia, if necessary. We have accrued a liability with respect to this case of $25 million, excluding interest, included in Other current liabilities, which we believe is a fair estimate of the eventual total payout in this case.

Martin County Impoundment Discharge

On October 11, 2000, a partial failure of the coal refuse impoundment at Martin County Coal Corporation, one of our subsidiaries, released approximately 230 million gallons of coal slurry into adjacent underground mine workings. The slurry then discharged into two tributary streams of the Big Sandy River in eastern Kentucky. No one was injured in the discharge. Clean up efforts began immediately and are complete. Martin County Coal began processing coal again on April 2, 2001. We are continuing to seek approval from the applicable agencies for alternate refuse disposal options related to operations of Martin County Coal’s preparation plant. As of September 30, 2003, we had incurred a total of approximately $74 million of cleanup and other spill related costs, including claims, fines and other items, $67 million of which have been paid directly or reimbursed by insurance companies. We continue to seek insurance reimbursement of any and all covered costs. Most of the claims, fines, penalties and lawsuits from the impoundment failure have been satisfied or settled. On September 30, 2003, a civil action filed in June 2001, by the West Virginia Department of Environmental Protection (the “WVDEP”) against Martin County Coal in the Circuit Court of Wayne County, West Virginia, alleging natural resources damages in West Virginia and violations of law resulting from the impoundment discharge was settled for $600,000 and dismissed by the court with prejudice. The settlement amount was paid fully by insurance proceeds. Remaining issues (none of which we consider material) include:

• six law suits (one seeking class certification) in the Circuit Court of Martin County, Kentucky, asserting claims for personal injury, property and other damages, and seeking unquantified compensatory and punitive damages allegedly resulting from the incident;

• a suit filed by the Town of Fort Gay, West Virginia against us and Martin County Coal in the Circuit Court of Wayne County, West Virginia, alleging that its water treatment and distribution plant was damaged when water, allegedly discharged from the Martin County Coal impoundment, was pumped into the facility. The plaintiff seeks unquantified compensatory and punitive damages. We believe we have valid defenses to the claims and are defending the action vigorously; and

• various citations issued by the Federal Mine Safety and Health Administration (or the “MSHA”) following the impoundment discharge, and two penalties assessed totaling approximately $110,000. The citations allege that we violated the MSHA-approved plan for operation of the facility. We contested the violations and penalty amount which, to date, has resulted in a directed verdict rescinding one of the assessed penalties totaling $55,000;

• a subpoena from a federal grand jury of the U.S. District Court for the Eastern District of Kentucky requesting our documents relating to the impoundment and impoundment discharge. We have responded to the subpoena.

We believe that we have insurance coverage applicable to these items, at least with respect to costs other than governmental penalties, such as those assessed by MSHA, and punitive damages, if any. One of our carriers has stated that it believes its policy does not provide coverage for governmental penalties or punitive damages.

Elk Run Dust Case

On February 2, 2001, approximately 160 residents of the Town of Sylvester, West Virginia, filed suit in the Circuit Court of Boone County, West Virginia against the Company and its subsidiary, Elk Run Coal Company, Inc., alleging that Elk Run’s operations create noise, light and dust constituting a nuisance and causing damage to the community and seeking to recover compensatory and punitive damages. On February 7, 2003, a jury awarded approximately $475,000 in compensatory damages to the plaintiffs but rejected the plaintiffs’ request for punitive damages. On September 17, 2003, the plaintiffs’ were awarded $1.8 million for attorneys’ and experts’ fees. On October 14, 2003, one of our insurers filed a declaratory judgment action in the U.S. District Court for the Eastern District of Virginia, seeking a declaration that it has no duty to defend or indemnify us in this action. On October 24, 2003, we paid $2.3 million, plus interest, in exchange for plaintiffs dismissing these claims, and filed a third-party complaint in the Circuit Court of Boone County, West Virginia, against the insurer that denied coverage. We had fully accrued for the amount paid as of September 30, 2003.

F-45

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

West Virginia Flooding Cases

Five of the Company’s subsidiaries, along with approximately 170 others, have been named in 21 separate complaints filed in Boone, Fayette, Kanawha, McDowell, Mercer, Raleigh and Wyoming Counties, West Virginia. These cases collectively include approximately 2,200 plaintiffs who filed suit on behalf of themselves and others similarly situated, seeking damages for property damage and personal injuries arising out of flooding that occurred in southern West Virginia in July 2001. The plaintiffs sued coal, timber, railroad and land companies under the theory that mining, construction of haul roads and removal of timber caused natural surface waters to be diverted and interrupted in an unnatural way, thereby causing damage to the plaintiffs. The Supreme Court of Appeals of West Virginia ruled that these cases, including several additional flood damage cases not involving the Company’s subsidiaries, will be handled pursuant to the Court’s mass litigation rules. As a result of this ruling, the cases have been transferred to the Circuit Court of Raleigh County, West Virginia to be handled by a panel of three circuit court judges. On August 1, 2003, the panel certified nine questions to the Supreme Court of Appeals of West Virginia. While the plaintiffs’ alleged damages have not been quantified and the outcome of this litigation is subject to uncertainties, based on our preliminary evaluation of the issues and the potential impact on us, we believe this matter will be resolved without a material adverse effect on our cash flows, financial condition or results of operations.

Water Claims Litigation

Two cases were filed in the Circuit Court of Mingo County, West Virginia, alleging that Massey’s Delbarton Mining Company subsidiary’s mining activities destroyed nearby resident plaintiffs’ water supplies. One case was filed on behalf of 134 plaintiffs on July 1, 2002, and the other was filed on behalf of 54 plaintiffs on July 26, 2002 (an amended complaint filed May 1, 2003, added 42 plaintiffs). The plaintiffs seek to recover unquantified compensatory and punitive damages relating to alleged personal injuries and property damages. Delbarton Mining Company has already provided many of the plaintiffs with a replacement water source. Discovery is proceeding in each case and trial is scheduled for April 2004 in the first case and February 2004 in the second case.

Shareholder Derivative Suit

On August 5, 2002, a shareholder derivative complaint was filed in the Circuit Court of Boone County, West Virginia, naming us, each of our directors and certain of our current and former officers. The complaint alleges (1) breach of fiduciary duties against all of the defendants for refusing to cause us to comply with environmental, labor and securities laws, and (2) improper insider trading by Don L. Blankenship, Jeffrey M. Jarosinski, Madeleine M. Curle and Bennett K. Hatfield. The plaintiff makes these allegations derivatively, and seeks to recover damages on behalf of our company. The damages claimed by the plaintiff have not been quantified. We and the other defendants removed the case to Federal District Court in Charleston, West Virginia, but the case has now been remanded to the Circuit Court of Boone County. Motions to dismiss have been filed on behalf of all defendants, and discovery continues.

Trucking Litigation

On January 7, 2003, Coal River Mountain Watch, an advocacy group representing local residents in the Counties of Boone, Kanawha and Raleigh, West Virginia, and other plaintiffs, filed suit in the Circuit Court of Kanawha County, West Virginia against certain of our subsidiaries and various other coal and transportation companies alleging that the defendants illegally transport coal in overloaded trucks causing damage to state roads and interfering with the plaintiffs’ use and enjoyment of their properties and their right to use the public roads, and seeking injunctive relief and unquantified compensatory and punitive damages. The plaintiffs alleged damages have not been quantified. The case is in the early procedural stages and we are vigorously pursuing the defense of this case.

On July 3, 2003, one of our insurers filed a declaratory judgment action in the U.S. District Court for the Eastern District of Virginia, seeking a declaration that it has no duty to provide coverage in this case, among others. On August 4, 2003, we filed a motion to dismiss that action. On November 3, 2003, the U.S. District Court for the Eastern District of Virginia dismissed the declaratory judgment action in favor of a pending action in the U.S. District Court for the Southern District of West Virginia, which we initially filed on October 2, 2002, in the Circuit Court of Boone County, West Virginia, seeking a declaratory judgment against this and other insurers for coverage of these and other claims.

* * * * * * * *

The Company is involved in various other legal actions incident to the conduct of its businesses. Management does not expect a material adverse effect to its results of operations, financial position or cash flows by reason of these actions.

F-46

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(11) Subsequent Events

6.625% Senior Notes Issuance

On November 10, 2003, the Company issued $360 million of 6.625% unsecured senior notes due November 15, 2010 (the “6.625% Senior Notes”) in a private placement. The Company has agreed to file a registration statement with the SEC relating to an exchange offer for these notes. The 6.625% Senior Notes are unsecured obligations ranking equally with all other unsecured senior indebtedness of the Company. Interest on the 6.625% Senior Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2004. The 6.625% Senior Notes may be called by the Company at any time after November 15, 2007. Part of the proceeds of this issuance was used to permanently repay the $249.4 million outstanding under its $250 million secured term loan and cancel its $105 million revolving credit facility, effectively terminating the $355 million secured credit facility. The remaining proceeds of this issuance were used for general corporate purposes, including the collateralization of the $34.3 million of letters of credit outstanding under the Company’s revolving credit facility letter of credit sublimit on September 30, 2003. The 6.625% Senior Notes are guaranteed by A.T. Massey and substantially all of the Company’s indirect operating subsidiaries (the “Guarantors”). The guarantees are full and unconditional obligations of the Guarantors and are joint and several among the Guarantors. The subsidiaries not providing a guarantee of the 6.625% Senior Notes are “minor” (as defined under SEC Rule 3-10(h)(6) of Regulation S-X). Currently, the 6.625% Senior Notes have credit ratings from Moody’s and S&P of Ba3 and BB, respectively.

Upon the issuance of the 6.625% Senior Notes (discussed in the previous paragraph), the Company expensed $6.2 million (pre-tax) of the remaining unamortized financing fees related to the $355 million secured credit facility. The charge will be included in Interest expense for the three and twelve months ended December 31, 2003.

Interest Rate Swap

On November 10, 2003, the Company entered into a fixed interest rate to floating interest rate swap agreement covering a notional amount of debt of $240 million. This swap was entered into to convert $240 million of the 6.625% Senior Notes to a floating rate debt. The initial term of this swap agreement expires on November 15, 2010, and the counterparty to the swap agreement has an option to terminate the swap, in whole or in part, after November 15, 2007. The Company will receive interest payments at a fixed rate of 6.625% and will pay a variable rate that is based on six month LIBOR plus 216 basis points.

Rating Agency Actions

On October 27, 2003, Moody’s announced downgrades of Massey’s debt ratings, citing concerns about the incurrence of operating losses, continuing geological and operating difficulties, difficulties in reducing its cost base and ongoing litigation and environmental challenges. The senior implied rating was downgraded to Ba3 from Ba2, the senior unsecured debt rating to B1 from Ba3, and the senior secured debt rating to Ba2 from Ba1. The rating outlook is stable. On the same day, S&P affirmed Massey’s corporate credit rating and senior unsecured rating of BB and B+, respectively. The S&P rating outlook is stable.

Other

On October 22, 2003, the WVDEP brought suit against three Massey subsidiaries, Independence Coal Company and Omar Mining Company in the Circuit Court of Boone County, West Virginia, and Marfork Coal Company in the Circuit Court of Raleigh County, West Virginia. The suits allege various violations of waste and clean water laws in 2001 and 2002 and seek unspecified amounts in fines as well as injunctive relief to compel compliance. Independence, Omar and Marfork believe that compliance has been achieved for these past violations and will defend the suits vigorously.

On October 28, 2003, Massey’s subsidiaries, A. T. Massey and Alex Energy, Inc., acquired certain assets, including assets of Horizon Natural Resources Company (“Horizon”), which is in Chapter 11 bankruptcy. This acquisition provides the Company with an additional 28.0 million tons of coal reserves in Kanawha, Boone and Fayette counties, West Virginia. The purchase price for the assets was approximately $19 million, including funds to buy out a secured debt position and production payments. A portion of this consideration (approximately $5 million) is in the form of a deferred payment. The United States Bankruptcy Court for the Eastern District of Kentucky approved the purchase of the Horizon assets.

F-47

PROSPECTUS

[GRAPHIC]

Massey Energy Company

OFFER TO EXCHANGE

up to $360,000,000

Principal Amount Outstanding

6.625% Senior Notes due 2010

for

a like Principal Amount of

6.625% Senior Notes due 2010

That Have Been Registered under the Securities Act of 1933

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Our restated certificate of incorporation provides generally for indemnification of our officers and directors to the fullest extent authorized by the General Corporation Law of the State of Delaware (“DGCL”). Pursuant to Section 145 of the DGCL, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of the corporation, however, indemnification is not available if such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless the court determines that indemnification is appropriate. In addition, the corporation has the power to purchase and maintain insurance for such person. The statute also expressly provides that the power to indemnify that it authorizes is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

As permitted by Section 102 of the DGCL, our stockholders have approved and incorporated provisions into our restated certificate of incorporation eliminating a director’s personal liability for monetary damages to us and our stockholders arising from a breach of a director’s fiduciary duty, except for Section 174 of the DGCL or liability for any breach of the director’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law or for any transaction in which the director derived an improper personal benefit.

Item 21. Exhibits and Financial Statement Schedules.

Exhibit Number	Description of Exhibit
3.1	Restated Certificate of Incorporation of Massey Energy Company (incorporated herein by reference to Exhibit 3.1 of our annual report on Form 10-K, for the year ended October 31, 2000)
3.2	Restated Bylaws (as amended effective August 1, 2002) of Massey Energy Company (incorporated herein by reference to Exhibit 3.1 of our quarterly report on Form 10-Q, for the quarter ended June 30, 2002)
3.3	Restated Articles of Incorporation of A. T. Massey Coal Company, Inc., as amended*
3.4	Restated Bylaws of A. T. Massey Coal Company, Inc., as amended*
3.5	Articles of Incorporation of Alex Energy, Inc.*
3.6	Bylaws of Alex Energy, Inc., as amended*
3.7	Articles of Incorporation of Appalachian Capital Management Corp.*
3.8	Bylaws of Appalachian Capital Management Corp., as amended*
3.9	Articles of Incorporation of Aracoma Coal Company, Inc.*
3.10	Bylaws of Aracoma Coal Company, Inc., as amended*
3.11	Articles of Incorporation of Bandmill Coal Corporation (formerly known as Chambers Coal Corporation), as amended*
3.12	Bylaws of Bandmill Coal Corporation, as amended*

3.13	Articles of Incorporation of Bandytown Coal Company*
3.14	Bylaws of Bandytown Coal Company*
3.15	Articles of Incorporation of Barnabus Land Company*
3.16	Bylaws of Barnabus Land Company, as amended*
3.17	Agreement of Incorporation of Belfry Coal Corporation, as amended*
3.18	Bylaws of Belfry Coal Corporation, as amended*
3.19	Restated Articles of Incorporation of Ben Creek Coal Company (formerly known as Gay Mining Company), as amended*
3.20	Bylaws of Ben Creek Coal Company, as amended*
3.21	Articles of Incorporation of Big Bear Mining Company*
3.22	Bylaws of Big Bear Mining Company, as amended*
3.23	Articles of Incorporation of Big Sandy Venture Capital Corp.*
3.24	Bylaws of Big Sandy Venture Capital Corp., as amended*
3.25	Articles of Incorporation of Black King Mine Development Co.*
3.26	Bylaws of Black King Mine Development Co., as amended*
3.27	Articles of Incorporation of Blue Ridge Venture Capital Corp.*
3.28	Bylaws of Blue Ridge Venture Capital Corp., as amended*
3.29	Articles of Incorporation of Boone East Development Co., as amended*
3.30	Bylaws of Boone East Development Co.*
3.31	Articles of Incorporation of Boone Energy Company*
3.32	Bylaws of Boone Energy Company*
3.33	Articles of Incorporation of Boone West Development Co.*
3.34	Bylaws of Boone West Development Co., as amended*
3.35	Articles of Incorporation of Cabinawa Mining Company*
3.36	Bylaws of Cabinawa Mining Company, as amended*
3.37	Articles of Incorporation of Capstan Mining Company*
3.38	Bylaws of Capstan Mining Company, as amended*
3.39	Articles of Incorporation of Central Penn Energy Company, Inc. (formerly known as Lone Pine Land & Development Company, Inc.), as amended*

3.40	Bylaws of Central Penn Energy Company, Inc., as amended*
3.41	Articles of Incorporation of Central West Virginia Energy Company, as amended*
3.42	Bylaws of Central West Virginia Energy Company*
3.43	Articles of Incorporation of Ceres Land Company*
3.44	Bylaws of Ceres Land Company, as amended*
3.45	Articles of Incorporation of Clear Fork Coal Company (formerly known as Shiprock Coal Co.), as amended*
3.46	Bylaws of Clear Fork Coal Company *
3.47	Articles of Incorporation of Continuity Venture Capital Corp.*
3.48	Bylaws of Continuity Venture Capital Corp., as amended*
3.49	Articles of Incorporation of Crystal Fuels Company*
3.50	Bylaws of Crystal Fuels Company, as amended*
3.51	Articles of Incorporation of Dehue Coal Company*
3.52	Bylaws of Dehue Coal Company, as amended*
3.53	Articles of Incorporation of Delbarton Mining Company*
3.54	Bylaws of Delbarton Mining Company, as amended*
3.55	Articles of Incorporation of Demeter Land Company*
3.56	Bylaws of Demeter Land Company, as amended*
3.57	Articles of Incorporation of Douglas Pocahontas Coal Corporation*
3.58	Bylaws of Douglas Pocahontas Coal Corporation, as amended*
3.59	Certificate of Incorporation of DRIH Corporation (formerly known as Doe Run Investment Holding Corporation), as amended*
3.60	Bylaws of DRIH Corporation, as amended*
3.61	Articles of Incorporation of Duchess Coal Company (formerly known as Stability Coal Company), as amended*
3.62	Bylaws of Duchess Coal Company, as amended*
3.63	Articles of Incorporation of Duncan Fork Coal Company (formerly known as Pennsylvania Mine Services, Inc.), as amended*
3.64	Bylaws of Duncan Fork Coal Company, as amended*
3.65	Articles of Incorporation of Eagle Energy, Inc.*

3.66	Bylaws of Eagle Energy, Inc., as amended*
3.67	Articles of Incorporation of Elk Run Coal Company, Inc., as amended*
3.68	Bylaws of Elk Run Coal Company, Inc., as amended*
3.69	Articles of Incorporation of Feats Venture Capital Corp.*
3.70	Bylaws of Feats Venture Capital Corp., as amended*
3.71	Articles of Incorporation of Foothills Coal Company*
3.72	Bylaws of Foothills Coal Company*
3.73	Articles of Incorporation of Goals Coal Company*
3.74	Bylaws of Goals Coal Company, as amended*
3.75	Articles of Incorporation of Green Valley Coal Company*
3.76	Bylaws of Green Valley Coal Company, as amended*
3.77	Articles of Incorporation of Greyeagle Coal Company*
3.78	Bylaws of Greyeagle Coal Company, as amended*
3.79	Articles of Incorporation of Haden Farms, Inc.*
3.80	Bylaws of Haden Farms, Inc.*
3.81	Articles of Organization of Hanna Land Company, LLC*
3.82	Limited Liability Company Agreement for Hanna Land Company, LLC*
3.83	Articles of Incorporation of Hazy Ridge Coal Company*
3.84	Bylaws of Hazy Ridge Coal Company*
3.85	Articles of Incorporation of Highland Mining Company (formerly known as Progress Coal Company), as amended*
3.86	Bylaws of Highland Mining Company, as amended*
3.87	Articles of Incorporation of Hopkins Creek Coal Company*
3.88	Bylaws of Hopkins Creek Coal Company, as amended*
3.89.1	Articles of Incorporation of Independence Coal Company, Inc. (formerly known as Knight Mine Development Co.), as amended*
3.89.2	Bylaws of Independence Coal Company, Inc., as amended*
3.90	Articles of Incorporation of Jacks Branch Coal Company, as amended*
3.91	Bylaws of Jacks Branch Coal Company*

3.92	Articles of Incorporation of Joboner Coal Company, as amended*
3.93	Bylaws of Joboner Coal Company*
3.94	Articles of Incorporation of Kanawha Energy Company*
3.95	Bylaws of Kanawha Energy Company, as amended*
3.96	Articles of Incorporation of Knox Creek Coal Corporation (formerly known as United Coal Company), as amended*
3.97	Bylaws of Knox Creek Coal Corporation, as amended*
3.98	Articles of Incorporation of Lauren Land Company, as amended*
3.99	Bylaws of Lauren Land Company, as amended*
3.100	Agreement of Incorporation of Laxare, Inc.*
3.101	Bylaws of Laxare, Inc., as amended*
3.102	Articles of Incorporation of Lick Branch Coal Company*
3.103	Bylaws of Lick Branch Coal Company, as amended*
3.104	Articles of Incorporation of Logan County Mine Services, Inc.*
3.105	Bylaws of Logan County Mine Services, Inc., as amended*
3.106	Articles of Incorporation of Long Fork Coal Company*
3.107	Bylaws of Long Fork Coal Company, as amended*
3.108	Articles of Incorporation of Lynn Branch Coal Company, Inc.*
3.109	Bylaws of Lynn Branch Coal Company, Inc., as amended*
3.110	Articles of Incorporation of Majestic Mining, Inc. (formerly known as Majestic Contractors, Inc.), as amended*
3.111	Restated Bylaws of Majestic Mining, Inc., as amended*
3.112	Articles of Incorporation of Marfork Coal Company, Inc.*
3.113	Bylaws of Marfork Coal Company, Inc.*
3.114	Articles of Incorporation of Martin County Coal Corporation, as amended*
3.115	Bylaws of Martin County Coal Corporation, as amended*
3.116	Articles of Incorporation of Massey Coal Sales Company, Inc.*
3.117	Bylaws of Massey Coal Sales Company, Inc., as amended*
3.118	Articles of Incorporation of Massey Coal Services, Inc.*

3.119	Bylaws of Massey Coal Services, Inc., as amended*
3.120	Articles of Incorporation of Massey Gas & Oil Company*
3.121	Bylaws of Massey Gas & Oil Company*
3.122	Articles of Incorporation of Massey New Era Capital Corp.*
3.123	Bylaws of Massey New Era Capital Corp., as amended*
3.124	Articles of Incorporation of Massey Technology Investments, Inc. (formerly known as Massey Consulting Services, Inc.), as amended*
3.125	Bylaws of Massey Technology Investments, Inc., as amended*
3.126	Articles of Incorporation of Menefee Land Company, Inc.*
3.127	Bylaws of Menefee Land Company, Inc., as amended*
3.128	Articles of Incorporation of Mine Maintenance, Inc.*
3.129	Bylaws of Mine Maintenance, Inc., as amended*
3.130	Articles of Incorporation of New Market Land Company*
3.131	Bylaws of New Market Land Company, as amended*
3.132	Articles of Incorporation of New Massey Capital Corp.*
3.133	Bylaws of New Massey Capital Corp., as amended*
3.134	Articles of Incorporation of New Ridge Mining Company*
3.135	Bylaws of New Ridge Mining Company, as amended*
3.136	Articles of Incorporation of New River Energy Corporation (formerly known as Federal Development Corporation), as amended*
3.137	Bylaws of New River Energy Corporation, as amended*
3.138	Articles of Incorporation of Nicco Corporation*
3.139	Bylaws of Nicco Corporation, as amended*
3.140	Articles of Incorporation of Nicholas Energy Company*
3.141	Bylaws of Nicholas Energy Company, as amended*
3.142	Agreement of Incorporation of Omar Mining Company*
3.143	Restated Bylaws of Omar Mining Company, as amended*
3.144	Agreement of Incorporation of Peerless Eagle Coal Co.*
3.145	Restated Bylaws of Peerless Eagle Coal Co., as amended*

3.146	Articles of Incorporation of Performance Coal Company*
3.147	Bylaws of Performance Coal Company, as amended*
3.148	Articles of Incorporation of Peter Cave Mining Company*
3.149	Bylaws of Peter Cave Mining Company, as amended*
3.150	Articles of Incorporation of Pilgrim Mining Company, Inc.*
3.151	Bylaws of Pilgrim Mining Company, Inc., as amended*
3.152	Articles of Incorporation of Power Mountain Coal Company*
3.153	Bylaws of Power Mountain Coal Company, as amended*
3.154	Articles of Incorporation of Progressive Venture Capital Corp.*
3.155	Bylaws of Progressive Venture Capital Corp., as amended*
3.156	Articles of Incorporation of Raven Resources, Inc.*
3.157	Bylaws of Raven Resources, Inc.*
3.158	Articles of Incorporation of Rawl Sales & Processing, Co., as amended*
3.159	Restated Bylaws of Rawl Sales & Processing, Co., as amended*
3.160	Articles of Incorporation of Rawl Sales Venture Capital Corp.*
3.161	Bylaws of Rawl Sales Venture Capital Corp., as amended*
3.162	Articles of Incorporation of Road Fork Development Company, Inc.*
3.163	Bylaws of Road Fork Development Company, Inc., as amended*
3.164	Agreement of Incorporation of Robinson-Phillips Coal Company, as amended*
3.165	Restated Bylaws of Robinson-Phillips Coal Company, as amended*
3.166	Articles of Incorporation of Rockridge Coal Company (formerly known as T.W. Associates, Inc.), as amended*
3.167	Bylaws of Rockridge Coal Company, as amended*
3.168	Articles of Incorporation of Rum Creek Coal Sales, Inc.*
3.169	Bylaws of Rum Creek Coal Sales, Inc., as amended*
3.170	Articles of Incorporation of Rum Creek Synfuel Company*
3.171	Bylaws of Rum Creek Synfuel Company, as amended*
3.172	Agreement of Incorporation of Russell Fork Coal Company, as amended*
3.173	Restated Bylaws of Russell Fork Coal Company, as amended*

3.174	Certificate of Incorporation of SC Coal Corporation, as amended*
3.175	Bylaws of SC Coal Corporation, as amended*
3.176	Articles of Incorporation of Scarlet Development Company (formerly known as Hillsboro Coal Company), as amended*
3.177	Bylaws of Scarlet Development Company, as amended*
3.178	Articles of Incorporation of Shannon-Pocahontas Coal Corporation (formerly known as Vera Mining Company), as amended*
3.179	Restated Bylaws of Shannon-Pocahontas Coal Corporation, as amended*
3.180	Articles of Incorporation of Shenandoah Capital Management Corp.*
3.181	Bylaws of Shenandoah Capital Management Corp.*
3.182	Articles of Incorporation of Sidney Coal Company, Inc., as amended*
3.183	Bylaws of Sidney Coal Company, Inc.*
3.184	Articles of Incorporation of Spartan Mining Company*
3.185	Bylaws of Spartan Mining Company*
3.186	Articles of Incorporation of SPM Capital Management Corp.*
3.187	Bylaws of SPM Capital Management Corp.*
3.188	Articles of Incorporation of St. Alban’s Capital Management Corp.*
3.189	Bylaws of St. Alban’s Capital Management Corp., as amended*
3.190	Articles of Incorporation of Stirrat Coal Company*
3.191	Bylaws of Stirrat Coal Company*
3.192	Articles of Incorporation of Stone Mining Company*
3.193	Bylaws of Stone Mining Company, as amended*
3.194	Articles of Incorporation of Sun Coal Company, Inc.*
3.195	Restated Bylaws of Sun Coal Company, Inc., as amended*
3.196	Articles of Incorporation of Support Mining Company (formerly known as Stability Coal Company), as amended*
3.197	Bylaws of Support Mining Company, as amended*
3.198	Articles of Incorporation of Sycamore Fuels, Inc.*
3.199	Bylaws of Sycamore Fuels, Inc., as amended*
3.200	Articles of Incorporation of T.C.H. Coal Co.*

3.201	Bylaws of T.C.H. Coal Co., as amended*
3.202	Articles of Incorporation of Tennessee Consolidated Coal Company (formerly known as Grundy Mining Company), as amended*
3.203	Bylaws of Tennessee Consolidated Coal Company, as amended*
3.204	Articles of Incorporation of Tennessee Energy Corp. (formerly Walnut Coal Company, Inc.)*
3.205	Bylaws of Tennessee Energy Corp., as amended*
3.206	Articles of Incorporation of Thunder Mining Company*
3.207	Bylaws of Thunder Mining Company*
3.208	Articles of Incorporation of Town Creek Coal Company*
3.209	Bylaws of Town Creek Coal Company, as amended*
3.210	Articles of Incorporation of Trace Creek Coal Company (formerly known as Vesta Mining Company), as amended*
3.211	Bylaws of Trace Creek Coal Company, as amended*
3.212	Articles of Incorporation of Vantage Mining Company, as amended*
3.213	Bylaws of Vantage Mining Company, as amended*
3.214	Articles of Incorporation of White Buck Coal Company*
3.215	Bylaws of White Buck Coal Company, as amended*
3.216	Articles of Incorporation of Williams Mountain Coal Company*
3.217	Bylaws of Williams Mountain Coal Company, as amended*
3.218	Articles of Incorporation of Wyomac Coal Company, Inc., as amended*
3.219	Bylaws of Wyomac Coal Company, Inc., as amended*
3.220	Amended and Restated Partnership Agreement of Shannon-Pocahontas Mining Company*
3.221	Partnership Agreement of M&B Coal Company*
4.1	Indenture, by and among Massey Energy Company, the Guarantors and Wilmington Trust Company, as trustee, dated as of November 10, 2003 (incorporated herein by reference to Exhibit 4.1 of our Form 8-K filed on November 12, 2003)
4.2	Form of Notes (included in Exhibit 4.1)
4.3	Registration Rights Agreement, by and among Massey Energy Company, the Guarantors, UBS Warburg LLC and Citigroup Global Markets, Inc., and PNC Capital Markets, Inc., dated as of November 10, 2003 (incorporated herein by reference to Exhibit 4.2 of our Form 8-K filed on November 12, 2003)

5.1	Opinion of Hunton & Williams LLP†
12.1	Computation of Ratio of Earnings to Fixed Charges†
23.1	Consent of Ernst & Young LLP*
23.2	Consent of Hunton & Williams LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature pages in the Registration Statement)
25.1	Form of T-1 Statement of Eligibility of the Trustee under the Indenture†
99.1	Form of Letter of Transmittal†
99.2	Form of Notice of Guaranteed Delivery†

* Filed herein.

† Previously filed as exhibits to the Registration Statement.

Item 22. Undertakings.

The undersigned registrants hereby undertake:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to the information in the registration statement;

provided, however, that the undertakings set forth in subparagraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 of 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement, shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of the issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Massey Energy Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MASSEY ENERGY COMPANY (Registrant)
By:	/s/ Thomas J. Dostart
	Thomas J. Dostart
	Vice President, General Counsel & Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Don L. Blankenship	Chairman, Chief Executive Officer and President (Principal Executive Officer)
*     Baxter F. Phillips, Jr.	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
*     Eric B. Tolbert	Controller (Principal Accounting Officer)
*     E. Gordon Gee	Director
*     William R. Grant	Director
*     James H. Harless	Director
*     Bobby R. Inman	Director
*     Daniel R. Moore	Director
*     Martha R. Seger	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, A.T. Massey Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

A.T. MASSEY COAL COMPANY, INC. (Registrant)
By:	/s/ Thomas J. Dostart
	Thomas J. Dostart
	Vice President, General   Counsel & Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Don L. Blankenship	Chairman, Chief Executive Officer and President (Principal Executive Officer)
*     Baxter F. Phillips, Jr.	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)
*     Eric B. Tolbert	Corporate Controller (Principal Accounting Officer)
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Alex Energy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

ALEX ENERGY, INC. (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     David C. Hughart	President (Principal Executive Officer)
*     Jon C. Brown	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     Dwayne Francisco	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Appalachian Capital Management Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

APPALACHIAN CAPITAL MANAGEMENT CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     Larry Ward	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Aracoma Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

ARACOMA COAL COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Dwayne Francisco	President and Director (Principal Executive Officer)
*     Melody Gordon	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Bandmill Coal Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BANDMILL COAL CORPORATION (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Eric D. Salyer	President, Treasurer and Director (Principal Executive Officer)
*     Melody Gordon	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     Baxter F. Phillips, Jr.	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Bandytown Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BANDYTOWN COAL COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Kenny Williams	President (Principal Executive Officer)
*     Donald S. Rucker	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     J. Christopher Adkins	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Barnabus Land Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BARNABUS LAND COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Harold Osborne	President (Principal Executive Officer)
*     Darren Muncy	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Belfry Coal Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BELFRY COAL CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Sidney R. Young, III	President and Director (Principal Executive Officer)
*     John Marcum	Principal Financial Officer and Principal Accounting Officer
*     Kymberly T. Wellons	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ben Creek Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BEN CREEK COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*	President and Director (Principal Executive Officer)
Bruce A. Johnson
*	Principal Financial Officer and Principal Accounting Officer
Keith Varney
*	Director
James L. Gardner
*	Director
John M. Poma

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,     Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Big Bear Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BIG BEAR MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer   Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Kymberly T. Wellons	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,     Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Big Sandy Venture Capital Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BIG SANDY VENTURE CAPITAL CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     David C. Hughart	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,     Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Black King Mine Development Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BLACK KING MINE DEVELOPMENT CO. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer   Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     R. Freal Mize	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     Kymberly T. Wellons	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,     Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Blue Ridge Venture Capital Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BLUE RIDGE VENTURE CAPITAL CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     R. Freal Mize	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,     Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Boone East Development Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BOONE EAST DEVELOPMENT CO. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     R. Freal Mize	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,     Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Boone West Development Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BOONE WEST DEVELOPMENT CO. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*   R. Freal Mize	President and Director (Principal Executive Officer)
*   Dana Fann	Principal Financial Officer and Principal Accounting Officer
*   James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Boone Energy Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

BOONE ENERGY COMPANY (Registrant)
By:	/s/ John Poma
	John Poma
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Johnny R. Jones	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cabinawa Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

CABINAWA MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     R. Freal Mize	President, Treasurer and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Capstan Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

CAPSTAN MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Bruce A. Johnson	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Central Penn Energy Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

CENTRAL PENN ENERGY COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Scott Dearnley	Principal Financial Officer and Principal Accounting Officer

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Central West Virginia Energy Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

CENTRAL WEST VIRGINIA ENERGY COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     R. Freal Mize	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ceres Land Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

CERES LAND COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     R. Freal Mize	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Clear Fork Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

CLEAR FORK COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Larry Ward	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Continuity Venture Capital Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

CONTINUITY VENTURE CAPITAL CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     Johnny R. Jones	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Crystal Fuels Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

CRYSTAL FUELS COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     George E. Dotson	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     Bruce A. Johnson	Director
*     Macs E. Hall	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Dehue Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

DEHUE COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer   Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Harold Osborne	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     John M. Poma	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,     Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Delbarton Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

DELBARTON MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Demeter Land Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

DEMETER LAND COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     R. Freal Mize	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Douglas Pocahontas Coal Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

DOUGLAS POCAHONTAS COAL CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President, Treasurer and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     John M. Poma	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, DRIH Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

DRIH CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     John M. Poma	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Duchess Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

DUCHESS COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     R. Freal Mize	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Duncan Fork Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

DUNCAN FORK COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President and Director (Principal Executive Officer)
*     Darren Muncy	Principal Financial Officer and Principal Accounting Officer
*     Stephen Hatfield	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Eagle Energy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

EAGLE ENERGY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Kenny Williams	President and Director (Principal Executive Officer)
*     Donald S. Rucker	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Elk Run Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

ELK RUN COAL COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Larry Ward	President and Director (Principal Executive Officer)
*     Lex Brewster	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Feats Venture Capital Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

FEATS VENTURE CAPITAL CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     Macs E. Hall	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Foothills Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

FOOTHILLS COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     J. Christopher Adkins	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Goals Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

GOALS COAL COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Michael A. Milam	President and Director (Principal Executive Officer)
*     Lex Brewster	Principal Financial Officer and Principal Accounting Officer
*     Bill M. Potter	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Green Valley Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

GREEN VALLEY COAL COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     David C. Hughart	President, Treasurer and Director (Principal Executive Officer)
*     Jon C. Brown	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Greyeagle Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

GREYEAGLE COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Michael D. Bauersachs	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     Kymberly T. Wellons	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Haden Farms, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

HADEN FARMS, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Hazy Ridge Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

HAZY RIDGE COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Highland Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

HIGHLAND MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Dwayne Francisco	President and Director (Principal Executive Officer)
*     Melody Gordon	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Hopkins Creek Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

HOPKINS CREEK COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Baxter F. Phillips, Jr.	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Independence Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

INDEPENDENCE COAL COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Jeffrey W. Walkup	President and Director (Principal Executive Officer)
*     Donald S. Rucker	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Jacks Branch Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

JACKS BRANCH COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Joboner Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

JOBONER COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Baxter F. Phillips, Jr.	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Kanawha Energy Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

KANAWHA ENERGY COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Randy Cunningham	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Knox Creek Coal Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

KNOX CREEK COAL CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     David P. Kramer	President (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Lauren Land Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

LAUREN LAND COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Harold Osborne	President (Principal Executive Officer)
*     Darren Muncy	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Laxare, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

LAXARE, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     R. Freal Mize	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Lick Branch Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

LICK BRANCH COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Logan County Mine Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

LOGAN COUNTY MINE SERVICES, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Dwayne Francisco	President and Director (Principal Executive Officer)
*     Melody Gordon	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Long Fork Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

LONG FORK COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Cathy Frazier	President and Director (Principal Executive Officer)
*     John Marcum	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Lynn Branch Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

LYNN BRANCH COAL COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     Bruce A. Johnson	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Majestic Mining, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MAJESTIC MINING, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     David C. Hughart	President (Principal Executive Officer)
*     Jon C. Brown	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     Kymberly T. Wellons	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Marfork Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MARFORK COAL COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Johnny R. Jones	President and Director (Principal Executive Officer)
*     Lex A. Brewster	Principal Financial Officer and Principal Accounting Officer
*     J. Christopher Adkins	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers
	of attorney previously filed as part of
	this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Martin County Coal Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MARTIN COUNTY COAL CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Hiram Mahon	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers
	of attorney previously filed as part of
	this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Massey Coal Sales Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MASSEY COAL SALES COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Scott Dearnley	Principal Financial Officer and Principal Accounting Officer
*     C. Michael Allen	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers
	of attorney previously filed as part of
	this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Massey Coal Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MASSEY COAL SERVICES, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     H. Drexel Short	Chairman and Chief Coordinating Officer (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers
	of attorney previously filed as part of
	this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Massey Gas & Oil Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MASSEY GAS & OIL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Timothy E. Comer	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers
	of attorney previously filed as part of
	this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Massey New Era Capital Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MASSEY NEW ERA CAPITAL CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     Larry Ward	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Massey Technology Investments, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MASSEY TECHNOLOGY INVESTMENTS, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer   Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Michael D. Bauersachs	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Menefee Land Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MENEFEE LAND COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Bruce A. Johnson	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers
	of attorney previously filed as part of
	this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Mine Maintenance, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

MINE MAINTENANCE, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President, Treasurer and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers
	of attorney previously filed as part of
	this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, New Market Land Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

NEW MARKET LAND COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Darren Muncy	Principal Financial Officer and Principal Accounting Officer
*     Kymberly T. Wellons	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,     Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, New Massey Capital Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

NEW MASSEY CAPITAL CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Larry Ward	Director
*     Don L. Blankenship	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, New Ridge Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

NEW RIDGE MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Sidney R. Young, III	President and Director (Principal Executive Officer)
*     John Marcum	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, New River Energy Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

NEW RIVER ENERGY CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Timothy E. Comer	President (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     R. Freal Mize	Director
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, NICCO Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

NICCO CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     David C. Hughart	President and Director (Principal Executive Officer)
*     Jon C. Brown	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Nicholas Energy Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

NICHOLAS ENERGY COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Mike Snelling	President (Principal Executive Officer)
*     Jon C. Brown	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Omar Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

OMAR MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Mitchell McKinley Kalos	President and Director (Principal Executive Officer)
*     Donald S. Rucker	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Peerless Eagle Coal Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

PEERLESS EAGLE COAL CO. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     David C. Hughart	President (Principal Executive Officer)
*     Jon C. Brown	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director
*     Dwayne Francisco	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Performance Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

PERFORMANCE COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Bill M. Potter	President, Treasurer and Director (Principal Executive Officer)
*     Lex Brewster	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Peter Cave Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

PETER CAVE MINING COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Pilgrim Mining Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

PILGRIM MINING COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Hiram Mahon	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Power Mountain Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

POWER MOUNTAIN COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James S. Smith	President (Principal Executive Officer)
*     Jon C. Brown	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     Dwayne Francisco	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Progressive Venture Capital Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

PROGRESSIVE VENTURE CAPITAL CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     Johnny R. Jones	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Raven Resources, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

RAVEN RESOURCES, INC. (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     R. Freal Mize	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Rawl Sales & Processing, Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

RAWL SALES & PROCESSING, CO. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Rawl Sales Venture Capital Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

RAWL SALES VENTURE CAPITAL CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Macs E. Hall	Director
*     Don L. Blankenship	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Road Fork Development Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

ROAD FORK DEVELOPMENT COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     Don L. Blankenship	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Robinson-Phillips Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

ROBINSON-PHILLIPS COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     John M. Poma	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Rockridge Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

ROCKRIDGE COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     John M. Poma	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Rum Creek Coal Sales, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

RUM CREEK COAL SALES, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Richard Zigmond	President and Director (Principal Executive Officer)
*     Melody Gordon	Principal Financial Officer and Principal Accounting Officer

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Rum Creek Synfuel Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

RUM CREEK SYNFUEL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President (Principal Executive Officer)
*     Jeffrey M. Jarosinski	Treasurer (Principal Financial Officer and Principal Accounting Officer)
*     James L. Gardner	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Russell Fork Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

RUSSELL FORK COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Baxter F. Phillips, Jr.	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     Kymberly T. Wellons	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SC Coal Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SC COAL CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Stephen Hatfield	President (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Kymberly T. Wellons	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Scarlet Development Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SCARLET DEVELOPMENT COMPANY
(Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Darren Muncy	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Shannon-Pocahontas Coal Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SHANNON-POCAHONTAS COAL CORPORATION (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     John M. Poma	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Shennadoah Capital Management Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SHENNADOAH CAPITAL MANAGEMENT CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     Mark A. Clemens	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Sidney Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SIDNEY COAL COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Sidney R. Young, III	President, Treasurer and Director (Principal Executive Officer)
*     John Marcum	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spartan Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SPARTAN MINING COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     Bruce A. Johnson	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SPM Capital Management Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SPM CAPITAL MANAGEMENT CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     Bill M. Potter	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, St. Alban’s Capital Management Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

ST. ALBAN’S CAPITAL MANAGEMENT CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     Macs E. Hall	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Stirrat Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

STIRRAT COAL COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Kevin T. Varney	President, Treasurer and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Stone Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

STONE MINING COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President, Treasurer and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     John M. Poma	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Sun Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SUN COAL COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     James L. Gardner	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Bruce A. Johnson	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Support Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SUPPORT MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Andrew F. Ashurst	President and Director (Principal Executive Officer)
*     Lex Brewster	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     Johnny Robertson	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Sycamore Fuels, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SYCAMORE FUELS, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director
*     Bruce A. Johnson	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, T.C.H. Coal Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

T.C.H. COAL CO. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Baxter F. Phillips, Jr.	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tennessee Consolidated Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

TENNESSEE CONSOLIDATED COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Michael D. Bauersachs	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Tennessee Energy Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

TENNESSEE ENERGY CORP. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Michael D. Bauersachs	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     Don L. Blankenship	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Thunder Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

THUNDER MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Michael D. Bauersachs	President and Director (Principal Executive Officer)
*     Jeffrey M. Jarosinski	Treasurer (Principal Financial Officer and Principal Accounting Officer)
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Town Creek Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

TOWN CREEK COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Trace Creek Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

TRACE CREEK COAL COMPANY (Registrant)
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Danny C. Cox	President and Director (Principal Executive Officer)
*     Dana Fann	Principal Financial Officer and Principal Accounting Officer
*     Stephen Hatfield	Director
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Vantage Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

VANTAGE MINING COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Keith Varney	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, White Buck Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

WHITE BUCK COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Larry M. Roop	President, Treasurer and Director (Principal Executive Officer)
*     Jon C. Brown	Principal Financial Officer and Principal Accounting Officer
*     H. Drexel Short	Director
*     David C. Hughart	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Williams Mountain Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

WILLIAMS MOUNTAIN COAL COMPANY (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Michael A. Milam	President and Director (Principal Executive Officer)
*     Lex Brewster	Principal Financial Officer and Principal Accounting Officer
*     John M. Poma	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Wyomac Coal Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

WYOMAC COAL COMPANY, INC. (Registrant)
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	President and Director (Principal Executive Officer)
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     John M. Poma	Director
*     James L. Gardner	Director

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, M & B Coal Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

M & B COAL COMPANY (Registrant)
By:	WYOMAC COAL   COMPANY, INC.
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary
By:	TOWN CREEK COAL   COMPANY
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	Principal Executive Officer, Director of Town Creek Coal Company and Director of Wyomac Coal Company, Inc.
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director of Town Creek Coal Company and Director of Wyomac Coal Company, Inc.
*     John M. Poma	Director of Wyomac Coal Company, Inc.

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Shannon-Pocahontas Mining Co. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

SHANNON-POCAHONTAS MINING CO. (Registrant)
By:	SHANNON POCAHONTAS   COAL CORPORATION
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary
By:	OMAR MINING COMPANY
By:	/s/ Larry E. Palmer
	Larry E. Palmer
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Macs E. Hall	Principal Executive Officer and Director of Shannon Pocahontas Coal Corporation
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     James L. Gardner	Director of Shannon Pocahontas Coal Corporation and Director of Omar Mining Company
*     John M. Poma	Director of Shannon Pocahontas Coal Corporation
*     Mitchell McKinley Kalos	Director of Omar Mining Company

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Hanna Land Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 6th day of February, 2004.

HANNA LAND COMPANY, LLC (Registrant)
By:	A.T. MASSEY COAL   COMPANY, INC.
By:	/s/ John M. Poma
	John M. Poma
	Assistant Secretary
By:	ALEX ENERGY, INC.
By:	/s/ Stephen C. Coudriet
	Stephen C. Coudriet
	Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 21, 2004.

Signature	Title
*     Baxter F. Phillips, Jr.	Principal Executive Officer and Director A.T. Massey Coal Company, Inc.
*     Ed Baumgardner	Principal Financial Officer and Principal Accounting Officer
*     Don L. Blankenship	Director of A.T. Massey Coal Company, Inc.
*     James L. Gardner	Director of A.T. Massey Coal Company, Inc.
*     H. Drexel Short	Director of Alex Energy, Inc.
*     Dwayne Francisco	Director of Alex Energy, Inc.

*By:	/s/ Thomas J. Dostart
	Thomas J. Dostart,
	Attorney-in-Fact pursuant to powers     of attorney previously filed as part of     this Registration Statement

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
3.1	Restated Certificate of Incorporation of Massey Energy Company (incorporated herein by reference to Exhibit 3.1 of our annual report on Form 10-K, for the year ended October 31, 2000)
3.2	Restated Bylaws (as amended effective August 1, 2002) of Massey Energy Company (incorporated herein by reference to Exhibit 3.1 of our quarterly report on Form 10-Q, for the quarter ended June 30, 2002)
3.3	Restated Articles of Incorporation of A. T. Massey Coal Company, Inc., as amended*
3.4	Restated Bylaws of A. T. Massey Coal Company, Inc., as amended*
3.5	Articles of Incorporation of Alex Energy, Inc.*
3.6	Bylaws of Alex Energy, Inc., as amended*
3.7	Articles of Incorporation of Appalachian Capital Management Corp.*
3.8	Bylaws of Appalachian Capital Management Corp., as amended*
3.9	Articles of Incorporation of Aracoma Coal Company, Inc.*
3.10	Bylaws of Aracoma Coal Company, Inc., as amended*
3.11	Articles of Incorporation of Bandmill Coal Corporation (formerly known as Chambers Coal Corporation), as amended*
3.12	Bylaws of Bandmill Coal Corporation, as amended*
3.13	Articles of Incorporation of Bandytown Coal Company*
3.14	Bylaws of Bandytown Coal Company*
3.15	Articles of Incorporation of Barnabus Land Company*
3.16	Bylaws of Barnabus Land Company, as amended*
3.17	Agreement of Incorporation of Belfry Coal Corporation, as amended*
3.18	Bylaws of Belfry Coal Corporation, as amended*
3.19	Restated Articles of Incorporation of Ben Creek Coal Company (formerly known as Gay Mining Company), as amended*
3.20	Bylaws of Ben Creek Coal Company, as amended*
3.21	Articles of Incorporation of Big Bear Mining Company*
3.22	Bylaws of Big Bear Mining Company, as amended*
3.23	Articles of Incorporation of Big Sandy Venture Capital Corp.*
3.24	Bylaws of Big Sandy Venture Capital Corp., as amended*
3.25	Articles of Incorporation of Black King Mine Development Co.*
3.26	Bylaws of Black King Mine Development Co., as amended*
3.27	Articles of Incorporation of Blue Ridge Venture Capital Corp.*
3.28	Bylaws of Blue Ridge Venture Capital Corp., as amended*
3.29	Articles of Incorporation of Boone East Development Co., as amended*
3.30	Bylaws of Boone East Development Co.*

3.31	Articles of Incorporation of Boone Energy Company*
3.32	Bylaws of Boone Energy Company*
3.33	Articles of Incorporation of Boone West Development Co.*
3.34	Bylaws of Boone West Development Co., as amended*
3.35	Articles of Incorporation of Cabinawa Mining Company*
3.36	Bylaws of Cabinawa Mining Company, as amended*
3.37	Articles of Incorporation of Capstan Mining Company*
3.38	Bylaws of Capstan Mining Company, as amended*
3.39	Articles of Incorporation of Central Penn Energy Company, Inc. (formerly known as Lone Pine Land & Development Company, Inc.), as amended*
3.40	Bylaws of Central Penn Energy Company, Inc., as amended*
3.41	Articles of Incorporation of Central West Virginia Energy Company, as amended*
3.42	Bylaws of Central West Virginia Energy Company*
3.43	Articles of Incorporation of Ceres Land Company*
3.44	Bylaws of Ceres Land Company, as amended*
3.45	Articles of Incorporation of Clear Fork Coal Company (formerly known as Shiprock Coal Co.), as amended*
3.46	Bylaws of Clear Fork Coal Company *
3.47	Articles of Incorporation of Continuity Venture Capital Corp.*
3.48	Bylaws of Continuity Venture Capital Corp., as amended*
3.49	Articles of Incorporation of Crystal Fuels Company*
3.50	Bylaws of Crystal Fuels Company, as amended*
3.51	Articles of Incorporation of Dehue Coal Company*
3.52	Bylaws of Dehue Coal Company, as amended*

3.53	Articles of Incorporation of Delbarton Mining Company*
3.54	Bylaws of Delbarton Mining Company, as amended*
3.55	Articles of Incorporation of Demeter Land Company*
3.56	Bylaws of Demeter Land Company, as amended*
3.57	Articles of Incorporation of Douglas Pocahontas Coal Corporation*
3.58	Bylaws of Douglas Pocahontas Coal Corporation, as amended*
3.59	Certificate of Incorporation of DRIH Corporation (formerly known as Doe Run Investment Holding Corporation), as amended*
3.60	Bylaws of DRIH Corporation, as amended*
3.61	Articles of Incorporation of Duchess Coal Company (formerly known as Stability Coal Company), as amended*
3.62	Bylaws of Duchess Coal Company, as amended*
3.63	Articles of Incorporation of Duncan Fork Coal Company (formerly known as Pennsylvania Mine Services, Inc.), as amended*
3.64	Bylaws of Duncan Fork Coal Company, as amended*
3.65	Articles of Incorporation of Eagle Energy, Inc.*
3.66	Bylaws of Eagle Energy, Inc., as amended*
3.67	Articles of Incorporation of Elk Run Coal Company, Inc., as amended*
3.68	Bylaws of Elk Run Coal Company, Inc., as amended*
3.69	Articles of Incorporation of Feats Venture Capital Corp.*
3.70	Bylaws of Feats Venture Capital Corp., as amended*
3.71	Articles of Incorporation of Foothills Coal Company*
3.72	Bylaws of Foothills Coal Company*
3.73	Articles of Incorporation of Goals Coal Company*
3.74	Bylaws of Goals Coal Company, as amended*
3.75	Articles of Incorporation of Green Valley Coal Company*
3.76	Bylaws of Green Valley Coal Company, as amended*
3.77	Articles of Incorporation of Greyeagle Coal Company*
3.78	Bylaws of Greyeagle Coal Company, as amended*
3.79	Articles of Incorporation of Haden Farms, Inc.*
3.80	Bylaws of Haden Farms, Inc.*
3.81	Articles of Organization of Hanna Land Company, LLC*
3.82	Limited Liability Company Agreement for Hanna Land Company, LLC*
3.83	Articles of Incorporation of Hazy Ridge Coal Company*

3.84	Bylaws of Hazy Ridge Coal Company*
3.85	Articles of Incorporation of Highland Mining Company (formerly known as Progress Coal Company), as amended*
3.86	Bylaws of Highland Mining Company, as amended*
3.87	Articles of Incorporation of Hopkins Creek Coal Company*
3.88	Bylaws of Hopkins Creek Coal Company, as amended*
3.89.1	Articles of Incorporation of Independence Coal Company, Inc. (formerly known as Knight Mine Development Co.), as amended*
3.89.2	Bylaws of Independence Coal Company, Inc., as amended*
3.90	Articles of Incorporation of Jacks Branch Coal Company, as amended*
3.91	Bylaws of Jacks Branch Coal Company*
3.92	Articles of Incorporation of Joboner Coal Company, as amended*
3.93	Bylaws of Joboner Coal Company*
3.94	Articles of Incorporation of Kanawha Energy Company*
3.95	Bylaws of Kanawha Energy Company, as amended*
3.96	Articles of Incorporation of Knox Creek Coal Corporation (formerly known as United Coal Company), as amended*
3.97	Bylaws of Knox Creek Coal Corporation, as amended*
3.98	Articles of Incorporation of Lauren Land Company, as amended*
3.99	Bylaws of Lauren Land Company, as amended*
3.100	Agreement of Incorporation of Laxare, Inc.*
3.101	Bylaws of Laxare, Inc., as amended*
3.102	Articles of Incorporation of Lick Branch Coal Company*
3.103	Bylaws of Lick Branch Coal Company, as amended*
3.104	Articles of Incorporation of Logan County Mine Services, Inc.*
3.105	Bylaws of Logan County Mine Services, Inc., as amended*
3.106	Articles of Incorporation of Long Fork Coal Company*
3.107	Bylaws of Long Fork Coal Company, as amended*
3.108	Articles of Incorporation of Lynn Branch Coal Company, Inc.*
3.109	Bylaws of Lynn Branch Coal Company, Inc., as amended*
3.110	Articles of Incorporation of Majestic Mining, Inc. (formerly known as Majestic Contractors, Inc.), as amended*
3.111	Restated Bylaws of Majestic Mining, Inc., as amended*
3.112	Articles of Incorporation of Marfork Coal Company, Inc.*
3.113	Bylaws of Marfork Coal Company, Inc.*
3.114	Articles of Incorporation of Martin County Coal Corporation, as amended*
3.115	Bylaws of Martin County Coal Corporation, as amended*

3.116	Articles of Incorporation of Massey Coal Sales Company, Inc.*
3.117	Bylaws of Massey Coal Sales Company, Inc., as amended*
3.118	Articles of Incorporation of Massey Coal Services, Inc.*
3.119	Bylaws of Massey Coal Services, Inc., as amended*
3.120	Articles of Incorporation of Massey Gas & Oil Company*
3.121	Bylaws of Massey Gas & Oil Company*
3.122	Articles of Incorporation of Massey New Era Capital Corp.*
3.123	Bylaws of Massey New Era Capital Corp., as amended*
3.124	Articles of Incorporation of Massey Technology Investments, Inc. (formerly known as Massey Consulting Services, Inc.), as amended*
3.125	Bylaws of Massey Technology Investments, Inc., as amended*
3.126	Articles of Incorporation of Menefee Land Company, Inc.*
3.127	Bylaws of Menefee Land Company, Inc., as amended*
3.128	Articles of Incorporation of Mine Maintenance, Inc.*
3.129	Bylaws of Mine Maintenance, Inc., as amended*
3.130	Articles of Incorporation of New Market Land Company*
3.131	Bylaws of New Market Land Company, as amended*
3.132	Articles of Incorporation of New Massey Capital Corp.*
3.133	Bylaws of New Massey Capital Corp., as amended*
3.134	Articles of Incorporation of New Ridge Mining Company*
3.135	Bylaws of New Ridge Mining Company, as amended*
3.136	Articles of Incorporation of New River Energy Corporation (formerly known as Federal Development Corporation), as amended*
3.137	Bylaws of New River Energy Corporation, as amended*
3.138	Articles of Incorporation of Nicco Corporation*
3.139	Bylaws of Nicco Corporation, as amended*
3.140	Articles of Incorporation of Nicholas Energy Company*
3.141	Bylaws of Nicholas Energy Company, as amended*
3.142	Agreement of Incorporation of Omar Mining Company*
3.143	Restated Bylaws of Omar Mining Company, as amended*
3.144	Agreement of Incorporation of Peerless Eagle Coal Co.*
3.145	Restated Bylaws of Peerless Eagle Coal Co., as amended*

3.146	Articles of Incorporation of Performance Coal Company*
3.147	Bylaws of Performance Coal Company, as amended*
3.148	Articles of Incorporation of Peter Cave Mining Company*
3.149	Bylaws of Peter Cave Mining Company, as amended*
3.150	Articles of Incorporation of Pilgrim Mining Company, Inc.*
3.151	Bylaws of Pilgrim Mining Company, Inc., as amended*
3.152	Articles of Incorporation of Power Mountain Coal Company*
3.153	Bylaws of Power Mountain Coal Company, as amended*
3.154	Articles of Incorporation of Progressive Venture Capital Corp.*
3.155	Bylaws of Progressive Venture Capital Corp., as amended*
3.156	Articles of Incorporation of Raven Resources, Inc.*
3.157	Bylaws of Raven Resources, Inc.*
3.158	Articles of Incorporation of Rawl Sales & Processing, Co., as amended*
3.159	Restated Bylaws of Rawl Sales & Processing, Co., as amended*
3.160	Articles of Incorporation of Rawl Sales Venture Capital Corp.*
3.161	Bylaws of Rawl Sales Venture Capital Corp., as amended*
3.162	Articles of Incorporation of Road Fork Development Company, Inc.*
3.163	Bylaws of Road Fork Development Company, Inc., as amended*
3.164	Agreement of Incorporation of Robinson-Phillips Coal Company, as amended*
3.165	Restated Bylaws of Robinson-Phillips Coal Company, as amended*
3.166	Articles of Incorporation of Rockridge Coal Company (formerly known as T.W. Associates, Inc.), as amended*
3.167	Bylaws of Rockridge Coal Company, as amended*
3.168	Articles of Incorporation of Rum Creek Coal Sales, Inc.*
3.169	Bylaws of Rum Creek Coal Sales, Inc., as amended*
3.170	Articles of Incorporation of Rum Creek Synfuel Company*
3.171	Bylaws of Rum Creek Synfuel Company, as amended*
3.172	Agreement of Incorporation of Russell Fork Coal Company, as amended*
3.173	Restated Bylaws of Russell Fork Coal Company, as amended*
3.174	Certificate of Incorporation of SC Coal Corporation, as amended*
3.175	Bylaws of SC Coal Corporation, as amended*
3.176	Articles of Incorporation of Scarlet Development Company (formerly known as Hillsboro Coal Company), as amended*
3.177	Bylaws of Scarlet Development Company, as amended*
3.178	Articles of Incorporation of Shannon-Pocahontas Coal Corporation (formerly known as Vera Mining Company), as amended*

3.179	Restated Bylaws of Shannon-Pocahontas Coal Corporation, as amended*
3.180	Articles of Incorporation of Shenandoah Capital Management Corp.*
3.181	Bylaws of Shenandoah Capital Management Corp.*
3.182	Articles of Incorporation of Sidney Coal Company, Inc., as amended*
3.183	Bylaws of Sidney Coal Company, Inc.*
3.184	Articles of Incorporation of Spartan Mining Company*
3.185	Bylaws of Spartan Mining Company*
3.186	Articles of Incorporation of SPM Capital Management Corp.*
3.187	Bylaws of SPM Capital Management Corp.*
3.188	Articles of Incorporation of St. Alban’s Capital Management Corp.*
3.189	Bylaws of St. Alban’s Capital Management Corp., as amended*
3.190	Articles of Incorporation of Stirrat Coal Company*
3.191	Bylaws of Stirrat Coal Company*
3.192	Articles of Incorporation of Stone Mining Company*
3.193	Bylaws of Stone Mining Company, as amended*
3.194	Articles of Incorporation of Sun Coal Company, Inc.*
3.195	Restated Bylaws of Sun Coal Company, Inc., as amended*
3.196	Articles of Incorporation of Support Mining Company (formerly known as Stability Coal Company), as amended*
3.197	Bylaws of Support Mining Company, as amended*
3.198	Articles of Incorporation of Sycamore Fuels, Inc.*
3.199	Bylaws of Sycamore Fuels, Inc., as amended*
3.200	Articles of Incorporation of T.C.H. Coal Co.*
3.201	Bylaws of T.C.H. Coal Co., as amended*
3.202	Articles of Incorporation of Tennessee Consolidated Coal Company (formerly known as Grundy Mining Company), as amended*
3.203	Bylaws of Tennessee Consolidated Coal Company, as amended*
3.204	Articles of Incorporation of Tennessee Energy Corp. (formerly Walnut Coal Company, Inc.)*
3.205	Bylaws of Tennessee Energy Corp., as amended*
3.206	Articles of Incorporation of Thunder Mining Company*
3.207	Bylaws of Thunder Mining Company*
3.208	Articles of Incorporation of Town Creek Coal Company*
3.209	Bylaws of Town Creek Coal Company, as amended*
3.210	Articles of Incorporation of Trace Creek Coal Company (formerly known as Vesta Mining Company), as amended*
3.211	Bylaws of Trace Creek Coal Company, as amended*

3.212	Articles of Incorporation of Vantage Mining Company, as amended*
3.213	Bylaws of Vantage Mining Company, as amended*
3.214	Articles of Incorporation of White Buck Coal Company*
3.215	Bylaws of White Buck Coal Company, as amended*
3.216	Articles of Incorporation of Williams Mountain Coal Company*
3.217	Bylaws of Williams Mountain Coal Company, as amended*
3.218	Articles of Incorporation of Wyomac Coal Company, Inc., as amended*
3.219	Bylaws of Wyomac Coal Company, Inc., as amended*
3.220	Amended and Restated Partnership Agreement of Shannon-Pocahontas Mining Company*
3.221	Partnership Agreement of M&B Coal Company*
4.1	Indenture, by and among Massey Energy Company, the Guarantors and Wilmington Trust Company, as trustee, dated as of November 10, 2003 (incorporated herein by reference to Exhibit 4.1 of our Form 8-K filed on November 12, 2003)
4.2	Form of Notes (included in Exhibit 4.1)
4.3	Registration Rights Agreement, by and among Massey Energy Company, the Guarantors, UBS Warburg LLC and Citigroup Global Markets, Inc., and PNC Capital Markets, Inc., dated as of November 10, 2003 (incorporated herein by reference to Exhibit 4.2 of our Form 8-K filed on November 12, 2003)
5.1	Opinion of Hunton & Williams LLP†
12.1	Computation of Ratio of Earnings to Fixed Charges†
23.1	Consent of Ernst & Young LLP*
23.2	Consent of Hunton & Williams LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature pages in the Registration Statement)
25.1	Form of T-1 Statement of Eligibility of the Trustee under the Indenture†
99.1	Form of Letter of Transmittal†
99.2	Form of Notice of Guaranteed Delivery†

* Filed herein.

† Previously filed as exhibits to the Registration Statement.

EX-3.3

EXHIBIT 3.3

RESTATED ARTICLES OF INCORPORATION

OF

A. T. MASSEY COAL COMPANY, INC.

I.

The name of the Corporation is A.T. Massey Coal Company, Inc.

II.

The purposes for which the Corporation is formed are to mine, process, buy and sell coal of various grades and sizes and generally to trade and deal in coal and coal by-products and to engage in transactions incidental to such business. In addition, the Corporation shall have the power to do anything not prohibited by law or required to be stated in these Articles.

III.

The number of shares which the Corporation shall have authority to issue shall be 1,500 shares of the par value of $1 each.

IV.

The number of Directors shall be fixed by the By-laws, but in the absence of a By-law fixing the number, the number shall be nine.

V.

(1) The Corporation shall indemnify any person who 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 investigate (including an action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such action, suit or proceeding if the acted in good faith and in the manner he reasonably believed to be in or not opposed to the bet interests of the Corporation. The termination of any action, suit or proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not act in good faith and in the manner he reasonably believed to be in or not opposed to the best interests of the Corporation.

(2) Notwithstanding the provisions of section (1) of this Article V, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless and only to the extent that 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(3) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections (1) and (2) of this Article V, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under sections (1) and (2) of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such sections (1) and (2). Such determination shall be made either (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders. If the determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent counsel.

(5) Expenses incurred in defending an action, suit or proceeding, whether civil, administrative or investigative, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in section (4) of this Article V, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(6) Every reference herein to director or officer shall include former directors or officers, and their respective heirs, executors and administrators. The right of indemnification hereby provided shall not be exclusive of any other rights to which any director or officer may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such director or officer under the provisions of this Article V.

Dated: January 30, 1974

A. T. MASSEY COAL COMPANY, INC.

ARTICLES OF AMENDMENT AMENDING RESTATED

ARTICLES OF INCORPORATION

1. The name of the Corporation is A. T. Massey Coal Company, Inc.

2. The amendment adopted is to amend in its entirety Article V of the Corporation’s Restated Articles of Incorporation in the form attached hereto as Exhibit A.

3. At its meeting on November 5, 1976, the Board of Directors of the Corporation found such amendment to be in the best interests of the Corporation and directed that the amendment be submitted to its sole stockholder for adoption by written consent.

4. Such amendment was adopted by written consent of the sole stockholder of the Corporation on November 5, 1976.

Dated November 5, 1976.

A. T. MASSEY COAL COMPANY, INC.
By	/s/ E. Morgan Massey
	President
and
By	/s/ Wm. Blair Massey
	Secretary

EXHIBIT A

V.

(7) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such actions, suit or proceeding if he acted in good faith and in the manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in the manner he 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 his conduct was unlawful.

(8) Notwithstanding the provisions of section (1) of this Article, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(9) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in section (1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(10) Any indemnification under sections (1) and (2) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such sections (1) and (2). Such determination shall be made (a) by the Corporation’s Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (c) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

(11) Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in section (4) of this Article, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.

2

(12) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

(13) Every reference herein to director, officer, employee or agent shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article.

3

A. T. MASSEY COAL COMPANY, INC.

ARTICLES OF AMENDMENT AMENDING

RESTATED ARTICLES OF INCORPORATION

1. The name of the Corporation is A. T. Massey Coal Company, Inc.

2. The amendment adopted is to amend in its entirety Article IV of the Corporation’s Restated Articles of Incorporation as follows:

“IV

(13) The number of Directors shall be nine. A change in the number of Directors shall be made only by amendment to the Corporation’s Restated Articles of Incorporation. The Board of Directors shall not take any action without the approval of at least 75% of the number of Directors specified in the Corporation’s Restated Articles of Incorporation.

(14) Notwithstanding the last sentence of Section (1) with respect to any matter requiring the approval of the Board of Directors,

(a) any vote by a Director who is interested in such matter or who serves as a director or officer of a corporation, firm, association or entity which is interested in such matter, shall not be counted for purposes of determining whether the required approval of at least 75% of the number of Directors specified in the Corporation’s Restated Articles of Incorporation has been attained; and

(b) If the votes of disinterested Directors are insufficient to constitute an act of the Board of Directors under the preceding clause (a), such matter nevertheless shall be approved by the Board of Directors if the disinterested Directors approve by unanimous vote and if there are not less than two such disinterested Directors.”

(15) The By-laws of the Corporation may not be altered, amended or repealed, and new By-laws of the Corporation may not be adopted, except by the stockholders of the Corporation:

2. By unanimous written consent dated as of December 31, 1981, the Board of Directors of the Corporation found such amendment to be in the best interests of the Corporation and directed that the amendment be submitted to its sole stockholder for adoption and approval by written consent.

4

3. Such amendment was adopted by written consent of the sole stockholder of the Corporation dated as of December 31, 1981.

Dated December 31, 1981.

A. T. MASSEY COAL COMPANY, INC.
By	/s/ E. Morgan Massey
	President
and
By	/s/ Wm. Blair Massey
	Secretary

5

A. T. MASSEY COAL COMPANY, INC.

ARTICLES OF AMENDMENT AMENDING RESTATED

ARTICLES OF INCORPORATION

4. The name of the Corporation is A. T. Massey Coal Company, Inc.

5. The amendment adopted is to amend in its entirety Article IV, Section (1) of the Corporation’s Restated Articles of incorporation as follows:

“(1) The number of Directors shall be three or more in number. Such number shall be changed only by amendment of the Corporation’s Restated Articles of Incorporation.”

6. Such amendment was adopted by written consent of the sole stockholder of the Corporation on July 24, 1987.

Dated July 24, 1987.

A. T. MASSEY COAL COMPANY, INC.
By:	/s/ E. Morgan Massey
	President
and
By:	/s/ Wm. Blair Massey
	Secretary

EX-3.4

EXHIBIT 3.4

RESTATED BY-LAWS

OF

A. T. MASSEY COAL COMPANY, INC.

(As Amended and Restated on December 31, 1981)

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.1. Places of Meetings. All meetings of the stockholders shall be held either at the principal office of the Corporation in Richmond, Virginia, or at such other place, within or without the State of Virginia, as from time to time may be fixed by the Board of Directors.

Section 1.2. Annual Meetings. The annual meeting of the stockholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year on the first Wednesday in May at 11:30 a.m., if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.

Section 1.3. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, the President, by a majority of the Board of Directors, or by stockholders together holding at least one-tenth of the number of shares of capital stock of the Corporation at the time outstanding and entitled to vote with respect to the business to be transacted at such meetings. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1

Section 1.4. Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than fifty days before the date of the meeting to each stockholder of record entitled to vote at such meeting, at his address which appears in the stock transfer books of the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the stockholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

Section 1.5. Quorum. Any number of stockholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the stockholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend.

Section 1.6. Voting. At any meeting of the stockholders each stockholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than fifty days prior to such meeting, fixed by the Board of Directors, for the purpose of determining stockholders entitled to vote, as the date on which the stock transfer books of

2

the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the stockholder entitled to vote or his duly authorized attorney in fact.

Section 1.7. Inspectors. An appropriate number of inspectors for any meeting of stockholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

Section 1.8. Written Consent. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting upon execution of a unanimous written consent by the stockholders setting forth the action so taken.

ARTICLE II

Directors

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The Board of Directors shall be nine in number. Such number shall be changed only by amendment of the Corporation’s Restated Articles of Incorporation.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected at each annual meeting of stockholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

3

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of stockholders holding a majority of the shares entitled to vote at an election of Directors.

(c) If at any time any Director shall cease to serve as such, for any reason, the vacancy thereby occurring shall be filled only by the stockholders holding a majority of the shares entitled to vote at an election of Directors, and the term of office of any Director so elected shall expire on the date the term of office of the Director who ceased to serve as such would have expired.

(d) The requisite quorum for the transaction of business by the Board of Directors shall be 75% of the number of Directors fixed by Article IV of the Corporation’s Restated Articles of Incorporation. The requisite approval by members of the Board of Directors to constitute an act of such Board shall be that set forth in Article IV of the Corporation’s Restated Articles of Incorporation. For purposes of determining whether a Director is interested in a matter pursuant to such Article IV, he shall be deemed to have such an interest even if not otherwise interested if, pursuant to Section 3.01(d) of the Partnership Agreement dated as of October 31, 1980 among Allegheny Coal Corporation, St. Joe Carbon Fuels Corporation, Scallop Coal Corporation, and Justin Coal Corporation, as amended (the “Partnership Agreement”), pursuant to which Massey Coal Company, a Delaware general partnership, was formed, such matter is one as to which a Partner Group (as defined in Article I of the Partnership Agreement) (or any Partner therein) shall have a direct or indirect interest (apart from such Partner Group’s interest in the Partnership), subject however to Section 7.03 of the Partnership

4

Agreement, and if such Director was nominated to serve on the Board of Directors by such interested Partner Group or by both Partner Groups.

Section 2.4. Meetings of Directors.

(a) An annual meeting of the Board of Directors shall be held in each year on the first Wednesday in May at 12 noon, or as soon as practicable after the adjournment of the annual meeting of stockholders on that day. Notwithstanding the foregoing, if any such day be a legal holiday, the meeting shall be held on the next succeeding day not a legal holiday.

(b) Meetings of the Board of Directors shall be held at the principal office of the Corporation in Richmond, Virginia, or at such other place, within or without the State of Virginia, as from time to time may be fixed by the Board of Directors.

(c) Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the President or any three of the Directors.

(d) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

Section 2.5. Compensation. The Board of Directors, by resolution adopted by at least 75% of the number of Directors fixed by the Corporation’s Restated Articles of

5

Incorporation, may allow for Directors a fee and expenses for attendance at all meetings, as well as discount and other privileges. But nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Eligibility for Service as a Director. No person who shall have attained the age of 70 years shall be eligible for election as a Director of the Corporation.

ARTICLE III

COMMITTEES

Section 3.1. Executive Committee. The Board of Directors, by resolution adopted by at least 75% of the number of Directors fixed by the Corporation’s Restated Articles of Incorporation, may elect an Executive Committee which shall consist of not less than three Directors. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these By-laws, provided that the Executive Committee shall not have power to declare dividends, to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

Section 3.2. Finance Committee. The Board of Directors, by resolution adopted by at least 75% of the number of Directors fixed by the Corporation’s Restated Articles of Incorporation, may elect a Finance Committee which shall consist of not less than three Directors. The Finance Committee shall consider and report to the Board with

6

respect to plans for corporate expansion, capital structure and long-range financial requirements. The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Corporation as may be requested by the Board or the appropriate officers of the Corporation. The Committee shall report periodically to the Board of Directors on all action which it may have taken.

Section 3.3. Other Committees. The Board of Directors, by resolution duly adopted by at least 75% of the number of Directors fixed by the Corporation’s Restated Articles of Incorporation, may establish such other standing or special committees of the Board, consisting of two or more Directors, as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

Section 3.4. Meetings. Regular and special meetings of any Committee established pursuant to this Article may he called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

Section 3.5. Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 3.6. Term of Office. Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

7

Section 3.7. Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the Chairman, the President, or the secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

Section 3.8. Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Election of Officers; Terms. The officers of the Corporation shall consist of a Chairman of the Board, a President, one or more Vice-Presidents (whose seniority and titles may be specified by the Board of Directors), a Secretary and a Treasurer. Other officers, including assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The Chairman of the Board and the President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Removal of Officers; Vacancies. Any officer of the corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

Section 4.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred

8

by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4.4. Duties of the Chairman of the Board. The Chairman of the Board shall preside at meetings of the Directors and of the stockholders. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the Chairman and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4.5. Duties of the President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have general management and direction of the business and operations of the Corporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a Director. In the absence of the Chairman, the president shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President

9

and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4.6. Duties of the Vice-Presidents. Each Vice-President shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Vice-President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by he Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

Section 4.7. Duties of the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Finance Committee or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer

10

or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

Section 4.8. Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and stockholders of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law of the provisions of these By-laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

Section 4.9. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.1. Certificates. The Shares of capital stock of the Corporation shall he evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. If

11

any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

Section 5.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 5.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

Section 5.4. Closing of Transfer Books and Fixing Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the

12

Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 6.2. Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

Section 6.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from

13

time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 6.4. Amendment of By-laws. In accordance with Article IV of the Corporation’s Restated Articles of Incorporation, these By-laws may be altered, amended or repealed, and new By-laws of the Corporation adopted, only by the stockholders of the Corporation.

Section 6.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

14

ARTICLE VII

EMERGENCY BY-LAWS

The Emergency By-laws provided in this Article VII shall be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding Articles of the By-laws or in the Articles of Incorporation of the Corporation or in the Virginia Stock Corporation Act (other than those provisions relating to emergency by-laws). To the extent not inconsistent with these Emergency By-laws; the By-laws provided in the preceding articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency By-laws shall cease to be operative unless and until another such emergency shall occur.

During any such emergency:

(a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other persons referred to in (b) below.

(b) At any meeting of the Board of Directors, quorum shall consist of 75% of the number of Directors fixed by the Corporation’s Restated Articles of Incorporation. If the Directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, to the

15

number necessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority:

(i) Vice-presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii) All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(iii) Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c) The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason by rendered incapable of discharging their duties.

(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do.

No officer, Director or employee acting in accordance with these Emergency By-laws shall be liable except for willful misconduct.

These Emergency By-laws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, except that no such repeal or

16

change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency By-laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

17

A. T. MASSEY COAL COMPANY, INC.

CONSENT OF STOCKHOLDER IN LIEU OF SPECIAL MEETING

JULY 24, 1987

The undersigned, being the sole stockholder of A. T. Massey Coal Company, Inc., a Virginia corporation (the Corporation), acting pursuant to Section 13.1-657 of the Code of Virginia, hereby adopts the following resolutions by written consent:

RESOLVED, that the Restated Articles of Incorporation of the Corporation be amended as set forth in the Articles of Amendment attached to this Consent; and

FURTHER RESOLVED, that effective upon the issuance of a certificate of amendment, amending the Restated Articles of Incorporation of the Corporation in the manner approved in the foregoing resolution, Article II, Section 2.2 of the Restated By-Laws of the Corporation shall be amended in its entirety to read as follows:

“2.2 Number of Directors. The Board of Directors shall be three or more in number. Such number shall be changed only by amendment of the Corporation’s Restated Articles of Incorporation.”

MASSEY COAL COMPANY     a Limited Partnership
ALLEGHENY COAL CORPORATION     General Partner and Managing Partner
By:	/s/    Dwight A. Miller
Title:	/s/    Vice President

18

ST. JOE CARBON FUELS CORPORATION     General Partner
By:	/s/    Dwight A. Miller
Title:	/s/    Vice President

19

A. T. MASSEY COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of A. T. Massey Coal Company, Inc. (the “Corporation”), and acting pursuant to Section 13.1-685 of the Code of Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Don L. Blankenship        

Don L. Blankenship

/s/    BENNETT K. HATFIELD        

Bennett K. Hatfield

/s/    BAXTER F. PHILLIPS, JR.        

Baxter F. Phillips, Jr.

20

EX-3.5

EXHIBIT 3.5

ARTICLES OF INCORPORATION

OF

ALEX ENERGY, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Alex Energy, Inc.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coat of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. Box 150, Leivasy, West Virginia 26676.

The full name and address of the appointed person to whom notice of process may be sent is Joanne H. Woo, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the Initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the

Initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1961

Charleston, West Virginia 25327

David C. Hughart

P. O. Box 190

Leivasy, West Virginia 26667

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the per value of Ten Dollars ($10.00) each.

VIII. No shareholder or other parson shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shell be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have boon adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shell not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 14th day of November, 1997.

/s/ Roger L. Nicholson

Incorporator

Prepared by:

Roger L. Nicholson, Esq.

P. O. Box 26785

Richmond, Virginia 23261

EX-3.6

EXHIBIT 3.6

BY-LAWS

OF

ALEX ENERGY, INC.

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Leivasy. The Corporation may have such other offices, either within or without the state of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Friday in the month of May, in each year, at the hour of 1:00 A. M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purposes of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

7

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers

8

shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 4.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage

9

stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

10

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

11

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

12

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

13

ALEX ENERGY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Alex Energy, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/Dwayne Francisco

Dwayne Francisco

14

EX-3.7

EXHIBIT 3.7

ARTICLES OF INCORPORATION

OF

APPALACHIAN CAPITAL MANAGEMENT CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be Appalachian Capital Management Corp.

II. The address of the principal office of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

The address of the principal place of business of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporation may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil,

criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2

VI. The amount of the total authorized capital stock of said Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, VA 23261
James D. Slater	P. O. Box 497
	Sylvester, WV 25193
Bennett K. Hatfield	P. O. Box 26765
	Richmond, VA 23261

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this, 16th day of December, 1996.

/s/ Roger L. Nicholson

Incorporator

3

EX-3.8

EXHIBIT 3.8

BY-LAWS

OF

APPALACHIAN CAPITAL MANAGEMENT CORP.

ARTICLE I

VOTE OF STOCKHOLDERS

Section 1.1. Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

Section 1.2. Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be one or more.

Section 2.3. Election and Removal of Directors; Quorum. (section restated August 26, 1996)

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 3:10 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

3

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their

4

successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 3.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the

6

vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

7

APPALACHIAN CAPITAL MANAGEMENT CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Appalachian Capital Management Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Johnny Robertson

Johnny Robertson

8

EX-3.9

EXHIBIT 3.9

ARTICLES OF INCORPORATION

OF

ARACOMA COAL COMPANY, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE.

I. The undersigned agrees to become a corporation by the name of Aracoma Coal Company, Inc.

II. The address of the principle office of said corporation shall be located at Massey Building, P. O. Box 26765, in the city of Richmond, and state of Virginia.

The address of the principal place of business of said corporation shall be located at one Pavilion Drive, Glade Springs, in the city of Daniels, in the county of Raleigh, and state of West Virginia.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. No shareholder or other person shall have any pre-emptive right whatsoever.

2

V. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonally incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court a hall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary

3

expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

VI. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VII. The full name and address of the incorporator is: Paul S. Barbery, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of this corporation is to be perpetual.

IX. The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be one or more, and the names and addresses of the persons who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

Mr. William Blair Massey

P. O. Box 26765

Richmond, Virginia 23261

4

Mr. R. Freal Mize

One Pavilion Drive

Glade Springs

Daniels, Vest Virginia 25832-9799

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 5th day of February, 1990.

/s/ Paul S. Barbary

Incorporator

Articles of Incorporation prepared by:

Paul S. Barbary

Attorney-at-Law

P. O. Box 26765

Richmond, Virginia 23261

5

EX-3.10

EXHIBIT 3.10

BY-LAWS

OF

ARACOMA COAL COMPANY, INC.

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Richmond, State of Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of March, in each year, at the hour of 10:00 A.M., local time, beginning in 1990, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to note, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy, executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meeting. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meetings. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the Corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the Corporation. The principal executive officer of the Corporation shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meeting of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the Corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by Directors, may sign with the President or a Vice President, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the Corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the Corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the Corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the Corporation shall be kept in the principal office of the Corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the Corporation may, pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this Corporation may be voted by the Chairman of the Board or the President of this Corporation.

DATED: February 8, 1990

15

ARACOMA COAL COMPANY. INC.

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being the sole Director of Aracoma Coal Company, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ James M. Mullins

James M. Mullins

16

ARACOMA COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Aracoma Coal Company, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Dwayne Francisco

Dwayne Francisco

17

EX-3.11

EXHIBIT 3.11

ARTICLES OF INCORPORATION

OF

CHAMBERS COAL CORPORATION

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Chambers Coal Corporation.

II. The existence of this Corporation is to be perpetual.

III. The purposes or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the byproducts thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P.O. Box 11174, Charleston, West Virginia 25339.

The full name and address of the appointed person to whom notice of process may be sent is John M. Poma, P.O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

Danny C. Cox

P.O. Box 1951

Charleston, West Virginia 25327

H. Drexel Short

P.O. Box 1951

Charleston, Wet Virginia 25327

Baxter F. Phillips, Jr.

P.O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

John M. Poma

P.O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be

2

made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation); by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof; if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper, indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 6^th day of April 1998.

/s/ John M. Poma

Incorporator

Prepared by:

John M. Poma, Esq.

P.O. Box 26765

Richmond, Virginia 23261

3

ARTICLES OF AMENDMENT OF INCORPORATION OF

CHAMBERS COAL CORPORATION

Progress Coal Company, pursuant to authority granted to it to change its corporate name by West Virginia Code Section 31-1-106, adopts the following Articles of Amendment of Incorporation, FILED IN DUPLICATE:

X. The name of the Corporation is Chambers Coal Corporation.

XI. The adopted Amendment of Incorporation changes the name of the corporation to Bandmill Coal Corporation.

XII. The shareholder adopted the Amendment on April 17, 1998.

XIII. 100 shares of stock of the corporation are issued and outstanding.

XIV. All 100 shares were voted for the Amendment.

THE UNDERSIGNED, for the purpose of adopting Articles of Amendment of Incorporation under the laws of West Virginia, do make and file these Articles of Amendment of Incorporation, and we have accordingly hereto set our hands this 22^nd day of April, 1998.

/s/ Danny C. Cox

Danny C. Cox, President

/s/ John M. Poma

John M. Poma, Secretary

EX-3.12

EXHIBIT 3.12

BY-LAWS

OF

CHAMBERS COAL CORPORATION

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Charleston. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Friday in the month of May, in each year, at the hour of 1:30 P. M, local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of

the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

BANDMILL COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Bandmill Coal Corporation (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Eric D. Salyer        

Eric D. Salyer

/s/    H. Drexel Short        

H. Drexel Short

/s/    Baxter F. Phillips, Jr.        

Baxter F. Phillips, Jr.

EX-3.13

EXHIBIT 3.13

ARTICLES OF INCORPORATION

OF

BANDYTOWN COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Bandytown Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 11314, Charleston, West Virginia 25339.

The full name and address of appointed person to whom notice of process may be sent is Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

Jeffrey A. Wilson

P. O. Box 26765

Richmond, Virginia 23261

2

David C. Hughart

P. O. Box 1951

Charleton, West Virginia 25327

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any preemptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable

3

for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 16 day of July, 1996.

4

/s/ Roger L. Nicholson

                                Incorporator

Articles of Incorporation prepared by:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

5

EX-3.14

EXHIBIT 3.14

BY-LAWS

OF

BANDYTOWN COAL COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Charleston. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:15 A.M., local time, beginning in 1997, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held an the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional, regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

7

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

8

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the

9

principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the

10

corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the bylaws or by the Board of Directors.

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by

11

the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

12

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his

13

attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

14

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

15

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: July 17, 1996

16

BANDYTOWN COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Bandytown Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    H. Drexel Short        

H. Drexel Short

/s/    John Christopher Adkins        

John Christopher Adkins

EX-3.15

EXHIBIT 3.15

ARTICLES OF INCORPORATION

OF

BARNABUS LAND COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Barnabus Land Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at P. 0. Box 458, in the city of Omar, and state of West Virginia, 25638.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the Director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

Bennett K. Hatfield

1262 Upper Johns Crook Road

Kimper, Kentucky 41539

VI. The full name and address of the incorporator is:

Paul S. Barbary

P.O. Box 26765

Richmond, Virginia 23261

2

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall

3

determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 5th day of October, 1993.

/s/ Paul S. Barbery

Incorporator

Articles of Incorporation prepared by:

Paul S. Barbery

P. O. Box 26765

Richmond, Virginia 23261

4

EX-3.16

EXHIBIT 3.16

BY-LAWS

OF

BARNABUS LAND COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Omar, State of West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:45 A.M., local time, beginning in 1994, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply, to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board, and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new bylaws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: October 7, 1993

15

BARNABUS LAND COMPANY

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of Barnabus Land Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

16

BARNABUS LAND COMPANY

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being the sole Director of Barnabus Land Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Stanley C. Suboleski

Stanley C. Suboleski

17

EX-3.17

EXHIBIT 3.17

READ CAREFULLY THE INSTRUCTIONS

AGREEMENT OF INCORPORATION

I. The undersigned agree to become a corporation by the name of (1)

BELFRY COAL CORPORATION

(1) The name of the corporation shall contain one of the words “association,” “company,” “corporation,” “club,” “incorporated,” “society,” “union,” or “syndicate,” or one of the abbreviations, “co.,” or “inc.”; but no name shall be assumed already in use by another existing corporation of this State, or by a foreign corporation lawfully doing business in the State, or so similar thereto, in the opinion of the Secretary of State, as to lead to confusion.

II. The principal Office or Place of Business of said Corporation will be located in the village of Spring, in the county of Mingo, and State of West Virginia. Its chief works will be located in Pike County, Kentucky. Its post office address will be: P. O. Box 816, Williamson, West Virginia.

(1) Insert number and name of street, if in a city having street numbers, if not, strike out.

(2) Erase the word “city,” “town” or “village,” leaving the one required.

(3) Give location of chief works; if at the same place as principal office or place of business, say “Its chief works will be located at the same place.” If there be no chief works, say “Said corporation will have no chief works.” If chief works are in West Virginia, give name of magisterial district and county in which they are or will be located. In case of oil well, gas well, or prospecting companies, and other like companies, where the chief works will be shifting, and in cases of companies that will have chief works, or works at different points in this State, say “chief works will be located in              district, in              county, State of West Virginia and elsewhere in said State. If chief works are not to be in West Virginia, then it is only necessary to give the name of the State or county in which they will be located.

III. The objects for which this Corporation is formed are as follows:

(If not sufficient space here to cover this point add one or more sheets of paper of this size.)

1. To buy, hold, sell, own, explore, develop, and operate lands, including coal and mineral-bearing lands, and interests and estates therein, and to lease and rent the same to others.

2. To construct, buy, hold, own, use, and operate buildings, structures, improvements, machinery, equipment, plants, and facilities for the exploration, development, mining, drilling, excavation, removal, treatment, handling, hauling, transporting, sale, and exchange of coal and other minerals and by-products and derivatives manufactured or produced therefrom.

3. To buy, sell, deal in, and act as producer, wholesaler, jobber, distributor, retailer, and agent, in the production, handling, storage, distribution, and sale of coal, coke, other minerals, and products therefrom.

4. To buy, hold, own, operate, lease, sell, and dispose of establishments and enterprises for the handling, purchase, distribution, and sale, as wholesaler, jobber, distributor, and retailer, of general and various and sundry classes of merchandise.

5. To buy, hold, use, grant, mortgage, pledge, encumber, rent, and lease real and personal property and its franchises, except where expressly forbidden by law.

IV. The amount of the total authorized capital stock of said corporation shall be two hundred and fifty thousand (250,000) dollars, which shall be divided into two thousand (2,000) shares of preferred stock of the par value of one hundred dollars ($100.00) per share, and five hundred (500) shares of common stock of the par value of one hundred dollars ($100.00) per share.

Use space below for statement as to stock without par value, or where more than one class of stock is to be issued, or one or more series within a class, and as to any designation, powers, etc., as provided in subdivision (d), § 6, art. 1, c. 31, Code.

In the case of a corporation not organized for profit and not authorized to issue capital stock, a statement to that effect shall be set forth together with a statement as to the conditions of membership.

The shares of preferred stock shall be entitled to no voting rights with respect to the management or control of the corporation or its assets or business.

There shall be payable on each share of preferred stock an annual dividend on all such shares outstanding, equivalent to the sum of six (6) percent of the par value thereof. Such dividends shall be cumulative and shall be preferred over the common stock in the distribution of earnings or surplus, and shall also be preferred over the common stock in the distribution of assets upon dissolution or liquidation of the corporation, to the extent of the par value of the preferred stock plus all accrued and unpaid dividends.

The outstanding shares of preferred stock shall be callable for redemption and retirement on the first day of June or the first day of December of any year, upon payment of the sum of one hundred dollars ($100.00) per share plus any accrued and unpaid dividends thereon. In the event redemption be made of less than all the outstanding shares of preferred stock, such redemption shall be made ratably among all the holders of preferred stock in proportion to their respective holdings of preferred stock as nearly as may be without giving effect to any fractional share or shares.

2

No outstanding shares of preferred stock shall become callable for redemption until necessary and appropriate action for that purpose has been authorized by the affirmative vote of not less than a majority of all the members of the board of directors of the corporation.

Notice of such call for redemption of outstanding shares of preferred stock shall be given to each holder thereof, by appropriate writing, sent by first class United States mail, addressed to the post office address of the stockholder as such address appears on the records of the corporation. Such notice shall be deposited in the United States mail at least thirty (30) days prior to the proposed date of redemption.

No dividends shall be payable after the date of redemption on any share of preferred stock which has been duly called for redemption, but the certificate or certificates for which have not been forwarded and surrendered to the corporation prior to the date of redemption.

All or any part of the authorized and unissued shares of preferred stock may be converted into the same number of shares of common stock, of the same par value, at any time, when authorized by appropriate resolution adopted by vote of a majority of all the members of the board of directors of the corporation.

As to any shares of preferred stock that may be redeemed and retired, all or any part thereof may be converted into the same number of shares of common stock, of the same par value per share, at any time, and subsequently sold, when authorized by appropriate resolution adopted by vote of a majority of all the members of the board of directors of the corporation.

All or any part of any shares of outstanding preferred or common stock that may be redeemed or purchased by the corporation, and then become treasury stock, may be subsequently sold, when authorized by appropriate resolution adopted by vote of the majority of all the members of the board of directors of the corporation.

3

The amount of capital stock with which the corporation will commence business is one thousand dollars ($1,000.00), being ten (10) shares of common stock of the par value of one hundred dollars ($100.00) per share.

V. The name and post office address of the incorporators and the number of shares of stock subscribed for by each are as follows:

(The number of incorporators to be not less than three as to stock, not less than five as to nonstock corporations.)

NAME (5)	P. O. ADDRESS (6)	No. of Shares Common Stock	No. of Shares Preferred Stock	Total No. of Shares
Troy T. Deskins	P. O. Box 816 Williamson, West Virginia	8	None	8
W. Bryan Deskins	P. O. Box 816 Williamson, West Virginia	1	None	1
Sonny C. Deskins	P. O. Box 816 Williamson, West Virginia	1	None	1

(5) Write name very plainly—typewrite them if possible.

(6) Give street number if there be such, thus No. 123 Capital Street, Charleston, W. Va.

VI. The existence of this corporation is to be perpetual. Yes.

VII. Use space below to set forth any additional provisions desired and which are authorized by law. See art. 1, c. 31, Code. Also set forth number of acres of land desired to be held in West Virginia. If such number be above 10,000 acres, pursuant to §66, art. 12, c. 11, Code. If more space is required, add one or more sheets of paper this size.

4

WE, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of West Virginia do make and file this Agreement; and we have accordingly hereunto set our respective hands this 22^nd day of May, 1947.

All the incorporators must sign below.

/s/ Troy T. Deskins

/s/ W. Bryan Deskins

/s/ Sonny C. Deskins

5

EX-3.18

EXHIBIT 3.18

AMENDED BY-LAWS

OF

BELFRY COAL CORPORATION

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of                     . The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 4:30 P.M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

7

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken less his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

8

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the

9

principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the

10

corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant treasurers shall respectively, if required by

11

the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

12

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his

13

attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end of the 31st day of October of each year.

14

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

15

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED:

16

BELFRY COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Belfry Coal Corporation (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ James D. Slater

James D. Slater

/s/ Roger L. Nicholson

Roger L. Nicholson

/s/ H. Drexel Short

H. Drexel Short

17

EX-3.19

EXHIBIT 3.19

RESTATED ARTICLES OF INCORPORATION

of

MASSEY COAL MINING COMPANY

CHANGING ITS NAME TO

BEN CREEK COAL COMPANY

AND OTHERWISE AMENDING

ITS ARTICLES OF INCORPORATION

Pursuant to the provisions of Section 33, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation, pursuant to resolutions duly adopted by the Board of Directors of the Corporation and by its sole stockholder, hereby adopts the following Restated Articles of Incorporation:

I. The name of the Corporation is Ben Creek Coal Company.

II. The period of duration of the Corporation is perpetual.

III. The address of the principal office of the Corporation is Rawl (Mingo County), West Virginia 25691; the name and address of the appointed person to whom notice or process shall be sent is Ben Creek Coal Company, P.O. Box 26765, Richmond, Virginia 23261.

IV. The purposes of the Corporation are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or mineral estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals and mineral products, and generally to buy, sell, handle, and deal in the market in coal of all kinds; to purchase, acquire and contract for machinery, buildings, vehicles, and equipment for mining and marketing coal; and to construct and operate railways and tramways for mining and moving coal.

2. To have and to exercise all the powers now or hereafter conferred by the laws of the State of West Virginia upon corporations organized pursuant to the laws thereof and any amendments and supplements thereto.

V. The amount of the total authorized capital stock of the Corporation shall be $5,000, which shall be divided into five thousand shares of the par value of $1 each. Upon the issuance of a Restated Certificate of Incorporation with respect hereto by the Secretary of State of West Virginia, each of the 78,000 shares of common stock of the Corporation then outstanding, $1 par value per share, shall be automatically converted into 1/100 of a fully paid and nonassessable share of common stock of the Corporation, $1 par value per share. Certificates representing the Corporation’s common stock outstanding at such time shall be valid certificates for 1/100 of the number of shares stated on their face, at a par value of $1 per share, until surrendered in exchange for new certificates as provided by the Board of Directors of the Corporation. At such time of issuance, the stated capital of the Corporation shall be reduced from $78,000 to $780.

VI. The number of Directors shall be fixed by the By-laws of the Corporation, but in the absence of a by-law fixing such number, it shall be three.

The foregoing Restated Articles of Incorporation amend and supersede the original Articles of Incorporation and all amendments thereto.

Dated: December 28, 1976

MASSEY COAL MINING COMPANY
By:	/s/ Herbert B. Cline, Jr.
	Herbert B. Cline, Jr., President
And	/s/ Wm. Blair Massey
	Wm. Blair Massey, Secretary

2

EX-3.20

EXHIBIT 3.20

BY-LAWS

OF

BEN CREEK COAL COMPANY

ARTICLE I

VOTE OF STOCKHOLDER

Section 1.1. Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

Section 1.2. Agreement in Lieu of Annual Meeting. In lieu of annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-laws, all the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be three.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 9:45 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

3

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

Section 3.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or asssignable only on the books of the corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

5

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in

6

the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

Dated: February 24, 1977

7

BEN CREEK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Ben Creek Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

    /s/ E. Morgan Massey

E. Morgan Massey

    /s/ Wm. Blair Massey

Wm. Blair Massey

    /s/ Don L. Blankenship

Don L. Blankenship

8

BEN CREEK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Ben Creek Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Stanley C. Suboleski	/s/ Roger L. Nicholson
Stanley C. Suboleski	Roger L. Nicholson
/s/ Hiram Mahon
Hiram Mahon

9

BEN CREEK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Ben Creek Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

    /s/ Bennett K. Hatfield

Bennett K. Hatfield

    /s/ Roger L. Nicholson

Roger L. Nicholson

    /s/ Bruce A. Johnson

Bruce A. Johnson

10

EX-3.21

EXHIBIT 3.21

ARTICLES OF INCORPORATION

OF

BIG BEAR MINING COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopt(s) the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agree to become a corporation by the name of Big Bear Mining Company.

II. The address of the principal office of said corporation will be located at Main street, in the city, of Oceana in the county of Wyoming, State of West Virginia, ZIP 24870.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell, and mortgage coal lands, or supposed coal lands or mineral estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals or mineral products, and generally to buy, sell, handle, and deal in the market in coal of all kinds; to purchase, acquire, and contract all kinds of machinery, buildings, cars, and appliances for mining and marketing coal; to construct and operate railways and tramways for mining and moving coal; to build and lease houses for the use of miners and others, including the purchase and sale of same.

2. To have and to exercise all the powers now or hereafter conferred by the laws of the State of West Virginia upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.

IV. Provisions granting preemptive rights are: Full preemptive rights are hereby granted to the stockholders and said preemptive rights shall not be denied or limited in any way.

V. Provisions for the regulation of the internal affairs of the corporation are: None.

VI. The amount of the total authorized capital stock of said corporation shall be Five Thousand Dollars ($5,000.00) dollars, which shall be divided into five hundred (500) shares of the par value of Ten (10) dollars each.

VII. The full name and address of the incorporator(s), including street and street numbers, if any, and the city, town or village, including ZIP number, and if a stock corporation, the number of shares subscribed for by each.

H.M. Persinger, Jr.

Box 1258

Williamson, W. Va.

VIII. The existence of this corporation is to be perpetual.

IX. The name and address of the appointed person to whom notice or process may be sent: Big Bear Mining Company, Main Street, Oceana, West Virginia 24870.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify.

Joseph C. Phillips

Pineville, West Virginia 24874

E. Morgan Massey

P.O. Box 26765

Richmond, Va. 23261

Wm. Blair Massey

P.O. Box 26765

Richmond, Va. 23261

I, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this Articles of Incorporation, and I have accordingly hereunto set our respective hands this 16^th day of September, 1976.

/s/ H.M. Persinger, Jr.

(H.M. Persinger, Jr.)

2

EX-3.22

EXHIBIT 3.22

BY-LAWS

OF

BIG BEAR MINING COMPANY

ARTICLE I

VOTE OF STOCKHOLDER

Section 1.1. Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

Section 1.2. Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-laws, all the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be three.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 9:30 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

3

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

Section 3.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 4.3. Transfer of Stock.. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

5

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in

6

the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

7

BIG BEAR MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Big Bear Mining Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ John R. Harsanyi

John R. Harsanyi

/s/ Wm. Blair Massey

Wm. Blair Massey

/s/ Paul S. Barbery

Paul S. Barbery

8

BIG BEAR MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Big Bear Mining Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act ([1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Bennett K. Hatfield	/s/ Roger L. Nicholson
Bennett K. Hatfield	Roger L. Nicholson
/s/ Lloyd C. Adams
Lloyd C. Adams

9

BIG BEAR MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Big Bear Mining Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Roger L. Nicholson

Roger L. Nicholson

/s/ Lloyd C. Adams

Lloyd C. Adams

10

EX-3.23

EXHIBIT 3.23

ARTICLES OF INCORPORATION

OF

BIG SANDY VENTURE CAPITAL CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be Big Sandy Venture Capital Corp.

II. The address of the principal office of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

The address of the principal place of business of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporation may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil,

criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, VA 23261
Bennett K. Hatfield	P. O. Box 26765
	Richmond, VA 23261
David C. Hughart	P. O. Box 190
	Leivasy, WV 26676

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this, 17th day of December, 1998.

/s/ Roger L. Nicholson

Incorporator

Prepared by:

3

Roger L. Nicholson, Esq.

P. O. Box 26765

Richmond, VA 23261

4

EX-3.24

EXHIBIT 3.24

BY-LAWS

OF

BIG SANDY VENTURE CAPITAL CORP.

ARTICLE I

VOTE OF STOCKHOLDERS

Section 1.1. Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

Section 1.2. Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be one or more.

Section 2.3. Election and Removal of Directors; Quorum. (section restated August 26, 1996)

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 1:15 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened; or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

3

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their

4

successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 3.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the

6

vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation; at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

7

BIG SANDY VENTURE CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Big Sandy Venture Capital Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ David C. Hughart

David C. Hughart

8

EX-3.25

EXHIBIT 3.25

ARTICLES OF INCORPORATION

Of

BLACK KING MINE DEVELOPMENT CO.

I. The undersigned agree to become a corporation by the name of Black King Mine Development Co.

II. The address of the principal office of said corporation will be located at P. O. Box 497 street, in the city, town or village of Sylvester, County of Boone, State of West Virginia, ZIP 25193.

IF either the principal office or the principal place of business of said corporation is NOT located in the State of West Virginia, give address of the exact location

III. The purpose or purposes for which corporation is formed are as follows:

(See Schedule A Attached hereto)

IV. Provisions granting preemptive rights are:

None

V. Provisions for the regulation of the internal affairs of the corporation are:

As contained in the By-Laws of the corporation.

VI. The amount of the total authorized capital stock of said corporation shall be Ten Thousand dollars, which shall be divided into 100 shares of the par value of One Hundred (100.00) dollars each.

VII. The full names and addresses of the incorporator(s), including street and street numbers, if any, and the city, town or village, including ZIP number, the number of shares subscripted for by each are as follows:

NAME	ADDRESS	NO. OF SHARES (Optional)
Donald A. Lambert	2913 Kanawha Avenue, S.E.
	Charleston, West Virginia	—

VIII. The existence of this corporation is to be perpetual:

IX. The name and address of the appointed person to whom notice or process may be sent:

Secretary of State of the State of West Virginia

X. The number of directors constituting the initial board of directors of the corporation is Three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify:

NAME	ADDRESS
W. Douglas Blackburn, Jr.	P. O. Box 497, Sylvester, West Virginia 25193
E. Morgan Massey	P. O. Box 26765, Richmond, Virginia 23261
Paul S. Barbery	P. O. Box 26765, Richmond, Virginia 23261

I, WE, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this Articles of Incorporation, and I/we have accordingly hereunto set our respective hands this 23rd day of July, 1981.

(All incorporators must sign below. Names and signatures must appear the same throughout the Articles of Incorporation.) Xerox copies of Signatures are not acceptable.

-2-

SCHEDULE A

III. Purposes for which BLACK KING MINE DEVELOPMENT CO., a corporation is formed are:

1. To acquire, hold, buy, sell, assign Deeds or Leases of natural resources and commodities and to mine, extract, produce, quarry, or otherwise take possession of coal, clay, stone, ore, and minerals of every kind and description, and to buy, sell, trade, exchange, or deal in and to act as agent, broker, factor, distributor or other representative entity in production, processing, purchase, sale, exchange of coal and all other products, natural resources and commodities.

2. To enter contracts with other business entities or individuals for the performance of any and all permissible commercial activities herein set forth or allowed under the laws of the State of West Virginia, the United States of America or elsewhere.

3. To acquire by purchase, subscription or otherwise, and to hold, sell, lease and dispose of real estate, personal property, stocks, bonds, securities and other evidences of debt and obligation; to become surety or guarantor for corporations and individuals on obligations not held by this corporation; to lend money to such corporations and individuals and to do any and all other acts or things for the preservation, protection, and improvement or enhancement of the value of any such real estate, personal property, stocks, bonds, securities or other properties, or which are designed for such purposes.

4. To borrow money and to execute notes, bonds and other evidences of indebtedness therefor, and to pledge, assign, convey and encumber the corporate properties and assets for the security thereof.

5. To exercise the enumerated powers, and all others necessary, needful, incident or pertaining thereto, at any place either within or without the State of West Virginia, wherever the same may be lawfully carried on.

-3-

EX-3.26

EXHIBIT 3.26

BY-LAWS

OF

BLACK KING MINE DEVELOPMENT CO.

ARTICLE I

VOTE OF STOCKHOLDERS

Section 1.1. Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder of a consent in writing setting forth the action so taken.

Section 1.2. Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May if that day is not a legal, holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the corporation shall be three.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such place within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 9:05 A.M., if that day is not a legal holiday. If it is, the meeting shall be held or the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegraph or telephone of all meetings of the Board

2

of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation, shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

Dated: July 24, 1981

6

BLACK KING MINE DEVELOPMENT CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Black King Mine Development Co. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ Drexel Short

Drexel Short

/s/ Wm. Blair Massey

Wm. Blair Massey

/s/ Paul S. Barbery

Paul S. Barbery

7

BLACK KING MINE DEVELOPMENT CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Black King Mine Development Co. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ R. Freal Mize	/s/ H. Drexel Short
R. Freal Mize	H. Drexel Short
/s/ Roger L. Nicholson
Roger L. Nicholson

8

BLACK KING MINE DEVELOPMENT CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Black King Mine Development Co. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ R. Freal Mize

R. Freal Mize

/s/ Roger L. Nicholson

Roger L. Nicholson

/s/ H. Drexel Short

H. Drexel Short

9

EX-3.27

EXHIBIT 3.27

ARTICLES OF INCORPORATION

OF

BLUE RIDGE VENTURE CAPITAL CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be Blue Ridge Venture Capital Corp.

II. The address of the principal office of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

The address of the principal place of business of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the Corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the

Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amount paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to be Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three and the names and addresses of the person who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, VA 23261
Bennett K. Hatfield	P. O. Box 26765
	Richmond, VA 23261
Richard L. Craig	P. O. Box 368
	Madison, WV 25130

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 17th day of December, 1997.

/s/ Roger L. Nicholson

Incorporator

3

EX-3.28

EXHIBIT 3.28

BY-LAWS

OF

BLUE RIDGE VENTURE CAPITAL CORP.

ARTICLE I

VOTE OF STOCKHOLDERS

Section 1.1. Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

Section 1.2. Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be one or more.

Section 2.3. Election and Removal of Directors; Quorum. (section restated August 26, 1996)

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 3:25 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

3

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their

4

successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 3.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the

6

vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

7

BLUE RIDGE VENTURE CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Blue Ridge Venture Capital Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Lloyd C. Adams

Lloyd C. Adams

8

EX-3.29

EXHIBIT 3.29

ARTICLES OF INCORPORATION

OF

BOONE EAST DEVELOPMENT CO.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Boone East Development Co.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at P.O. Box 1951, in the city of Charleston, and state of West Virginia, 25327.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the Director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

R. Freal Mize

P.O. Box 1951

Charleston, West Virginia 25327

VI. The full name and address of the incorporator is:

Paul S. Barbary

P.O. Box 26765

Richmond, Virginia 23261

2

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall

3

determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 6th day of July, 1992.

/s/ Paul S. Barbery

Incorporator

Articles of Incorporation prepared by:

Paul S. Barbery

P. O. Box 26765

Richmond, Virginia 23261

4

EX-3.30

EXHIBIT 3.30

BY-LAWS

OF

BOONE EAST DEVELOPMENT CO.

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Charleston, State of West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 11:10 A.M., local time, beginning in 1993, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: July 8, 1992

15

BOONE EAST DEVELOPMENT CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Boone East Development Co. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Bennett K. Hatfield	/s/ R. Freal Mize
Bennett K. Hatfield	R. Freal Mize

16

BOONE EAST DEVELOPMENT CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Boone East Development Co. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ R. Freal Mize

R. Freal Mize

/s/ Bennett K. Hatfield

Bennett K. Hatfield

17

EX-3.31

EXHIBIT 3.31

ARTICLES OF INCORPORATION

OF

BOONE ENERGY COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Boone Energy Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To buy, sell, produce, process, handle, transport and deal in coal and coal-based synfuel and the marketing of coals, coal-based synfuels and products of coal and coal-based synfuels of all kinds;

2. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

3. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

4. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principle office of said corporation shall be located at P.O. Box 457, Whitesville, West Virginia, 25209.

The full name and address of the appointed person to whom notice of process may be sent is Roger L. Nicholson, 4 North Fourth Street, Richmond, Virginia 23219.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of the persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P.O. Box 1951

Charleston, West Virginia 25327

Bennett K. Hatfield

P.O. Box 26765

Richmond, Virginia 23261

Johnny R. Jones

P.O. Box 457

Whitesville, West Virginia 25209

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to

2

be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

2. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

4. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

3

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 17th day of November, 2000.

        /s/         Roger L. Nicholson

                      Incorporator

Prepared by:

J. David Faulders, Esq.

P.O. Box 26765

Richmond, Virginia 23261

4

EX-3.32

EXHIBIT 3.32

BY-LAWS

OF

BOONE ENERGY COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Pettus. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 2:00 P. M., local time, beginning in 2001, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

2

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

3

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

4

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

5

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively

6

numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

7

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

8

EX-3.33

EXHIBIT 3.33

ARTICLES OF INCORPORATION

OF

BOONE WEST DEVELOPMENT CO.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Boone West Development Co.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at P. O. Box 1951, in the city of Charleston, and state of West Virginia, 25327.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the Director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

R. Freal Mize

P.O. Box 1951

Charleston, West Virginia 25327

VI. The full name and address of the incorporator is:

Paul S. Barbary

P.O. Box 26765

Richmond, Virginia 23261

2

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall

3

determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 6th day of July, 1992.

      /s/         Paul S. Barbery

                    Incorporator

Articles of Incorporation prepared by:

Paul S. Barbery

P.O. Box 26765

Richmond, Virginia 23261

4

EX-3.34

EXHIBIT 3.34

BY-LAWS

OF

BOONE WEST DEVELOPMENT CO.

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Charleston, State of West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 11:15 A.M., local time, beginning in 1993, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of he court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of ^.the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED:

15

BOONE WEST DEVELOPMENT CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Boone West Development Co. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ R. Freal Mize

R. Freal Mize

/s/ Bennett K. Hatfield

Bennett K. Hatfield

16

EX-3.35

EXHIBIT 3.35

ARTICLES OF INCORPORATION

OF

CABINAWA MINING COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Cabinawa Mining Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at Rt. 16, Edmore Village Hollow, in the city of Welch, and state of West Virginia, 24801.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the Director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

Lloyd C. Adams

Rt. 16

Edmore Village Hollow

Welch, West Virginia 24801

VI. The full name and address of the incorporator is:

Paul S. Barbery

2

P.O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall

3

determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 23rd day of July, 1992.

/s/ Paul S. Barbery

Incorporator

Articles of Incorporation prepared by:

Paul S. Barbery

P.O. Box 26765

Richmond, Virginia 23261

4

EX-3.36

EXHIBIT 3.36

BY-LAWS

OF

CABINAWA MINING COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Welch, State of West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:40 A.M., local time, beginning in 1993, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED:

15

CABINAWA MINING COMPANY

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being the sole Director of Cabinawa Mining Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Lloyd C. Adams

Lloyd C. Adams

16

CABINAWA MINING COMPANY

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of Cabinawa Mining Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Lloyd C. Adams

Lloyd C. Adams

17

EX-3.37

EXHIBIT 3.37

ARTICLES OF INCORPORATION

OF

CAPSTAN MINING COMPANY

We, the undersigned natural persons, each more than twenty-one years of age, acting as incorporators in order to organize and establish a corporation under and pursuant to the Colorado Corporation Code, hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of the corporation is: CAPSTAN MINING COMPANY.

ARTICLE II

The period of duration of the corporation shall be perpetual.

ARTICLE III

The purposes for which the corporation is organized are as follows:

A. To acquire, lease, sell, explore, develop, mine, operate and otherwise deal with coal properties and to purchase, sell, use and otherwise dispose of production therefrom;

B. To purchase or otherwise acquire, and to own, hold, manage, manufacture, develop and sell, lease, encumber or otherwise dispose of and deal in personal property of every kind and description, tangible or intangible and including, but not limited to, stock, stock rights, options or warrants, debentures, bonds, and other obligations and securities of corporations or other entities, whether in connection with or incident or related to the foregoing purposes or otherwise;

C. To purchase or otherwise acquire, and to own, hold, manage, develop and sell, lease, encumber or otherwise dispose of and deal in real property, whether improved or unimproved, and any interest therein, of every kind and description, whether in connection with or incident or related to the foregoing purposes or otherwise;

D. To invest, on behalf of itself or others, in any form, any part of its capital and such additional funds as it may obtain, in any corporation, association, partnership, organization, venture, or entity of any kind or character and otherwise acquire such interests therein as the Board of Directors may from time to time deem convenient or proper and actively engage in, promote, manage and otherwise protect and develop any investment or interest so acquired, whether in connection with or incident or related to the foregoing purposes or otherwise;

E. To provide services and to act as agent, factor or employee for any entity or individual, whether in connection with or incident to the foregoing purposes or otherwise;

F. To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes hereinabove set forth and to do all other things incidental thereto or connected therewith which are not forbidden by the Colorado Corporation Code, by any other law, or by these Articles of Incorporation; and

G. To carry out the purposes hereinabove set forth in any political subdivision or dependency of the United States of America, or any foreign country, to the extent that such purposes are not forbidden by the laws of such political subdivision or dependency of the United States of America or by such foreign country.

ARTICLE IV

The corporation shall have and may exercise all of the rights, powers, and privileges now or hereafter conferred upon corporations organized under and pursuant to the laws of the State of Colorado, including, but not limited to, the power to enter into general partnerships, limited partnerships (whether the corporation be a limited or general partner), joint ventures, syndicates, pools, associations and other arrangements for carrying on one or more of the purposes set forth in Article III of these Articles of Incorporation, jointly or in common with others. In addition, the corporation may do everything necessary, suitable or proper for the accomplishment of any of its corporate purposes.

ARTICLE V

A. Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue is one hundred (100) shares of common stock which shall be without par value.

B. Transfer Restrictions. The corporation shall have the right by appropriate action to impose restrictions upon the transfer of any shares of its common stock, or any interest therein, from time to time issued, provided that such restrictions as may from time to time be so imposed or notice of the substance thereof shall be set forth upon the face or back of the certificates representing such shares of common stock.

C. Denial of Pre-emptive Rights. No holder of any of the shares of the common stock of the corporation shall be entitled as of right to purchase or subscribe for any unissued or treasury shares of any class, or any additional shares of any class to be issued by reason of any increase of the authorized shares of the corporation of any class, or any bonds, certificates of indebtedness, debentures, or other securities, rights, warrants or options convertible into shares of the corporation or carrying any right to purchase shares of any class.

D. Denial of Cumulative Voting. The cumulative system of voting for directors or for any other purpose shall not be allowed.

-2-

ARTICLE VI

The initial Board of Directors of the corporation shall consist of three (3) members who need not be shareholders of the corporation or residents of the State of Colorado.

The names and addresses of the persons who are to serve as directors of the corporation until the first annual meeting of shareholders, and until their successors shall be elected and shall qualify, are as follows:

Gregory H. Hoyl	Denver West Office Park 1536 Cole Boulevard Golden, Colorado 80401
E. Morgan Massey	c/o Denver West Office Park 1536 Cole Boulevard Golden, Colorado 80401
William Blair Massey	c/o Denver West Office Park 1536 Cole Boulevard Golden, Colorado 80401

ARTICLE VII

No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and nay other entity in which one or more of its directors or officers are directors or offices or in which they have an interest, shall be void or voidable solely for this reason, or solely because the directors or offices are present at or participate in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction.

ARTICLE VIII

In addition to the other powers now or hereafter conferred upon the Board of Directors by these Articles of Incorporation, the Bylaws of the corporation, or by the laws of the State of Colorado, the Board of Directors may from time to time distribute to the shareholders in partial liquidation, out of the stated capital or the capital surplus of the corporation, a portion of the corporate assets, in cash or in kind; subject, however, to the limitations contained in the Colorado Corporation Code.

ARTICLE IX

In addition to and in no way limiting the powers or authority now or hereafter conferred upon the corporation by these Articles of Incorporation, the bylaws of the corporation, or by the laws of the State of Colorado, the corporation shall possess and may exercise all powers of indemnification of directors, officers, employees, agents and other persons and all powers and authority incidental thereto (including without limitation the power and authority to advance expenses and to purchase and maintain insurance with respect thereto), without regard to whether

-3-

or not such powers and authority are provided for by the Colorado Corporation Code. The Board of Directors of the corporation is hereby authorized and empowered on behalf of the corporation and without shareholder action to exercise all of the corporation’s authority and powers of indemnification.

ARTICLE X

The address of the initial registered office of the corporation is Denver West Office Park, 1536 Cole Boulevard, Golden, Colorado 80401 and the name of the initial registered agent of the corporation at such address is Gregory H. Hoyl.

ARTICLE XI

The corporation reserves the right to amend, alter, change or repeal any provision contained in, or to add any provision to, its Articles of Incorporation from time to time, in any manner now or hereafter prescribed or permitted by the Colorado Corporation Code, and all rights and powers conferred upon directors and shareholders hereby are granted subject to this reservation.

ARTICLE XII

The names and addresses of the incorporators of the corporation are as follows:

Randy L. Parcel	500 Equitable Building Denver, Colorado 80202
Edythe M. Pahl	500 Equitable Building Denver, Colorado 80202
Linda Weiler	500 Equitable Building Denver, Colorado 80202

IN WITNESS WHEREOF, we, the undersigned, being all of the incorporators designated in Article XII of these Articles of Incorporation, have executed said Articles of Incorporation as of October 21, 1977.

/s/    Randy L. Parcel

Randy L. Parcel

/s/    Edythe M. Pahl

Edythe M. Pahl

/s/    Linda Weiler

Linda Weiler

-4-

EX-3.38

EXHIBIT 3.38

BY-LAWS

OF

CAPSTAN MINING COMPANY

(a Colorado Corporation)

Effective As of October 21, 1977

BY-LAWS

OF

CAPSTAN MINING COMPANY

TABLE OF CONTENTS

		Page
ARTICLE I	OFFICES	1
Section 1.1.	Business Offices	1
Section 1.2.	Registered Office	1
ARTICLE II	SHAREHOLDERS’ MEETINGS	1
Section 2.1.	Annual Meetings	1
Section 2.2.	Special Meetings	2
Section 2.3.	Place of Meetings	2
Section 2.4.	Notice of Meetings	2
Section 2.5.	Voting List	2
Section 2.6.	Organization	3
Section 2.7.	Agenda and Procedure	3
Section 2.8.	Quorum	3
Section 2.9.	Adjournment	4
Section 2.10.	Voting.	4
Section 2.11.	Inspectors	5
ARTICLE III	BOARD OF DIRECTORS	6
Section 3.1.	Election and Tenure	6
Section 3.2.	Number and Qualification	6
Section 3.3.	Organization Meetings	6
Section 3.4.	Regular Meetings	6
Section 3.5.	Special Meetings	6
Section 3.6.	Place of Meetings	6
Section 3.7.	Notice of Meetings	7
Section 3.8.	Quorum	7

i

Section 3.9.	Organization, Agenda and Procedure	7
Section 3.10.	Resignation	7
Section 3.11.	Removal	8
Section 3.12.	Vacancies	8
Section 3.13.	Executive Committee	9
Section 3.14.	Compensation of Directors	9
ARTICLE IV	WAIVER OF NOTICE AND ACTION BY CONSENT	9
Section 4.1.	Waiver of Notice	9
Section 4.2.	Action Without a Meeting	9
ARTICLE V	OFFICERS	10
Section 5.1.	Election and Tenure	10
Section 5.2.	Resignation, Removal and Vacancies	10
Section 5.3.	President	10
Section 5.4.	Vice Presidents	11
Section 5.5.	Secretary	11
Section 5.6.	Treasurer	11
Section 5.7.	Assistant Secretaries	12
Section 5.8.	Assistant Treasurers	12
Section 5.9.	Bond of Officers	12
Section 5.10.	Salaries	13
ARTICLE VI	INDEMNIFICATION	13
Section 6.1.	Third Party Actions	13
Section 6.2.	Derivative Actions	13
Section 6.3.	Determination	14
Section 6.4.	Payment in Advance	15
Section 6.5.	Insurance	15
Section 6.6.	Other Coverage	15

ii

ARTICLE VII	EXECUTION OF INSTRUMENTS; LOANS; CHECKS ANDENDORSEMENTS; DEPOSITS; PROXIES	16
Section 7.1.	Execution of Instruments	16
Section 7.2.	Loans	16
Section 7.3.	Checks and Endorsements	17
Section 7.4.	Deposits	17
Section 7.5.	Proxies	17
ARTICLE VIII	SHARES OF STOCK	18
Section 8.1.	Certificates	18
Section 8.2.	Record	18
Section 8.3.	Transfer of Stock	19
Section 8.4.	Transfer Agents and Registrars; Regulations	19
Section 8.5.	Lost, Destroyed or Mutilated Certificates	19
ARTICLE IX	CORPORATE SEAL	19
Section 9.1.	Corporate Seal	19
ARTICLE X	FISCAL YEAR	20
Section 10.1.	Fiscal Year	20
ARTICLE XI	CORPORATE BOOKS AND RECORDS	20
Section 11.1.	Corporate Books	20
Section 11.2.	Addresses of Shareholders	20
Section 11.3.	Fixing Record Date	20
Section 11.4.	Audits of Books and Accounts	21
ARTICLE XII	EMERGENCY BYLAWS	21
Section 12.1.	Emergency Bylaws	21
ARTICLE XIII	AMENDMENTS	21
Section 13.1.	Amendments	21

iii

BY-LAWS

OF

CAPSTAN MINING COMPANY

(A COLORADO CORPORATION)

ARTICLE I

OFFICES

Section 1.1. Business Offices. The corporation may have one or more offices at such place or places within or without the State of Colorado as the Board of Directors may from time to time determine or as the business of the corporation may require.

Section 1.2. Registered Office. The registered office of the corporation shall be as set forth in the Articles of Incorporation, unless changed as provided by the provisions of the Colorado Corporation Code.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 2.1. Annual Meetings. The annual meetings of shareholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may come before the meeting shall be held in each year on a date prior to the last Thursday of May, the date and time of such meeting to be fixed in each year by the Board of Directors not less than twenty (20) days prior to such meeting. In the event the Board of Directors fails to so fix the date and time of such meeting, it shall be held on the last Wednesday in May at 11:10 a.m., local time at the place of the meeting. If the day so fixed for such annual meeting shall be a legal holiday at the place of the meeting, then such meeting shall be held on the next succeeding business day at the same hour.

Section 2.2. Special Meetings. Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the President or by the Board of Directors and shall be called by the President or the Secretary upon the request (which shall state the purpose or purposes therefor) of a majority of the Board of Directors or of the holders of not less than ten percent (10%) of the number of shares of outstanding stock of the corporation entitled to vote at the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice.

Section 2.3. Place of Meetings. Meetings of shareholders shall be held at such place or places, within or without the State of Colorado, as may be designated in the notice of the meeting, or, if no place is designated in the notice, the place of the shareholders’ meetings shall be the registered office of the corporation.

Section 2.4. Notice of Meetings. Except as otherwise provided by statute, notice of each meeting of shareholders, whether annual or special, shall be given not less than ten (10) nor more than fifty (50) days prior thereto to each shareholder entitled to vote thereat by delivering written or printed notice thereof to such shareholder personally or by depositing the same in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the stock transfer books of the corporation; provided, however, that if the authorized shares of the corporation are proposed to be increased, at least thirty (30) days’ notice in like manner shall be given. The notice of all meetings shall state the place, day and hour thereof. The notice of a special meeting shall, in addition, state the purposes thereof.

Section 2.5. Voting List. At least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote thereat or any adjournment thereof, arranged in

2

alphabetical order, showing the address of each shareholder and the number of shares registered in the name of each, shall be prepared by the officer or agent of the corporation who has charge of the stock transfer books of the corporation. Such list shall be open at the principal office of the corporation to the inspection of any shareholder during usual business hours for a period of at least ten (10) days prior to such meeting. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof and subject to the inspection of any shareholder who may be present.

Section 2.6. Organization. The President or the Vice President shall call meetings of shareholders to order and act as chairman of such meetings. In the absence of said officers, any shareholder entitled to vote thereat, or any proxy of any such shareholder, may call the meeting to order and a chairman shall be elected by a majority of the shareholders entitled to vote thereat. In the absence of the Secretary and Assistant Secretary of the corporation, any person appointed by the chairman shall act as secretary of such meetings.

Section 2.7. Agenda and Procedure. The Board of Directors shall have the responsibility of establishing an agenda for each meeting of shareholders, subject to the rights of shareholders to raise matters for consideration which may otherwise properly be brought before the meeting although not included within the agenda. The chairman shall be charged with the orderly conduct of all meetings of shareholders; provided, however, that in the event of any difference in opinion with respect to the proper course of action which cannot be resolved by reference to statute, the Articles of Incorporation or these Bylaws, Robert’s Rules of Order (as last revised) shall govern the disposition of the matter.

Section 2.8. Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat shall, when present in person or represented by proxy, be requisite to

3

and shall constitute a quorum at all meetings of shareholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws. In the absence of a quorum at any such meeting, a majority of the shareholders present in person or represented by proxy and entitled to vote thereat may adjourn the meeting from time to time for a period not to exceed sixty (60) days at any one adjournment without further notice (except as provided in Section 2.9 of this Article II) until a quorum shall be present or represented.

Section 2.9. Adjournment. When a meeting for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 2.10. Voting.

(a) Each shareholder shall at every meeting of shareholders, or with respect to corporate action which may be taken without a meeting, be entitled to one vote for each share of stock having voting power held of record by such shareholder on the record date designated therefor pursuant to Section 9.3 of Article XI of these Bylaws (or the record date established pursuant to statute in the absence of such designation); provided that the cumulative system of voting for the election of directors or for any other purpose shall not be allowed.

(b) Each shareholder so entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for him by proxy executed in writing by such shareholder (or by his duly authorized attorney in fact) and delivered to the secretary of the meeting (or if there is no meeting, to the Secretary of the corporation); provided that no such proxy shall be voted or acted upon after eleven (11) months from the date of its execution, unless such proxy expressly provides for a longer period.

4

(c) The voting rights of fiduciaries, beneficiaries, pledgors, pledgees, and joint, common and other multiple owners of shares of stock shall be as provided from time to time by law, including in particular § 7-4-116, C.R.S. 1973.

(d) Shares of the corporation held of record by another corporation may be voted by such officer agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

(e) When a quorum is present at any meeting of shareholders, the vote of the holders of a majority of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting unless the question is one upon which by express provision of a statute, or the Articles of Incorporation, or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision on such question.

Section 2.11. Inspectors. The chairman of the meeting may at any time appoint two (2) or more inspectors to serve at a meeting of the shareholders. Such inspectors shall decide upon the qualifications of voters, including the validity of proxies, accept and count the votes for and against the questions presented, report the results of such votes, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the questions presented. The inspectors need not be shareholders of the corporation, and any director or officer of the corporation may be an inspector on any question other than a vote for or against his election to any position with the corporation or on any other question in which he may be directly interested.

5

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. Election and Tenure. The business and affairs of the corporation shall be managed by a Board of Directors who shall be elected at the annual meetings of shareholders by plurality vote. Each director shall be elected to serve and to hold office until the next succeeding annual meeting and until his successor shall be elected and shall qualify, or until his earlier death, resignation or removal.

Section 3.2. Number and Qualification. The Board of Directors shall consist of three (3) members. Directors need not be shareholders or residents of the State of Colorado.

Section 3.3. Organization Meetings. As soon as practicable after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers and the transaction of any other business.

Section 3.4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time or times as may be determined by the Board of Directors and specified in the notice of such meeting.

Section 3.5. Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called by the President or the Secretary on the written request of any two (2) directors.

Section 3.6. Place of Meetings. Any meeting of the Board of Directors may be held at such place or places either within or without the State of Colorado as shall from time to time be determined by the Board of Directors and as shall be designated in the notice of the meeting.

6

Section 3.7. Notice of Meetings. Notice of each meeting of directors, whether organizational, regular or special, shall be given to each director. If such notice is given either (a) by personally delivering written or printed notice to a director or (b) by personally telephoning such director, it shall be so given at least two (2) days prior to the meeting. If such notice is given either (a) by depositing a written or printed notice in the United States mail, postage prepaid, or (b) by transmitting a cable or telegram, in all cases directed to such director at his residence or place of business, it shall be so given at least four (4) days prior to the meeting. The notice of all meetings shall state the place, date and hour thereof, but need not, unless otherwise required by statute, state the purpose or purposes thereof.

Section 3.8. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum at all meetings of the Board of Directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, other than announcement at the meeting, until a quorum shall be present.

Section 3.9. Organization, Agenda and Procedure. The President or in his absence any director chosen by a majority of the directors present shall act as chairman of the meetings of the Board of Directors. In the absence of the Secretary and Assistant Secretary, any person appointed by the chairman shall act as secretary of such meetings. The agenda of and procedure for such meetings shall be as determined by the Board of Directors.

Section 3.10. Resignation. Any director of the corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the President, any Vice President or the Secretary of the corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7

Section 3.11. Removal. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of a majority of the issued and outstanding shares of stock entitled to vote for the election of directors of the corporation given at a special meeting of the shareholders called and held for such purpose. The vacancy in the Board of Directors caused by any such removal may be filled by such shareholders at such meeting or, if the shareholders at such meeting shall fail to fill such vacancy, by the Board of Directors as provided in Section 3.12 of this Article III.

Section 3.12. Vacancies. Except as provided in Section 3.11 of this Article III, any vacancy occurring for any reason in the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting or at a special meeting of shareholders called for that purpose or by the shareholders’ unanimous written consent. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office and shall hold office until the expiration of such term and until his successor shall be elected and shall qualify or until his earlier death, resignation or removal. A director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of shareholders and until his successor shall be elected and shall qualify, or until his earlier death, resignation or removal.

8

Section 3.13. Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by Section 3.2 of this Article III, may designate two (2) or more directors to constitute an executive committee, which committee, except to the extent limited by such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation.

Section 3.14. Compensation of Directors. Each director may be allowed such amount per annum or such fixed sum for attendance at each meeting of the Board of Directors or any meeting of an executive committee, or both, as may be from time to time fixed by resolution of the Board of Directors, together with reimbursement for the reasonable and necessary expenses incurred by such director in connection with the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the corporation or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

ARTICLE IV

WAIVER OF NOTICE AND ACTION BY CONSENT

Section 4.1. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of a statute or of the Articles of Incorporation, or by these Bylaws, a waiver thereof either in writing signed by the person entitled to said notice (or such person’s agent or attorney in fact thereunto authorized) or by telegraph, cable or any other available method, whether before, at or after the time stated therein, or the appearance of such person or persons at such meeting in person or by proxy (except for the sole purpose of challenging the propriety of the meeting), shall be deemed equivalent to such notice.

Section 4.2. Action Without a Meeting. Any action required or which may be taken at a meeting of the directors, shareholders or members of an executive committee of the corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, shareholders, or members of an executive committee, as the case may be, entitled to vote with respect to the subject matter thereof.

9

ARTICLE V

OFFICERS

Section 5.1. Election and Tenure. The Board of Directors annually shall elect a President, a Secretary and a Treasurer. The Board of Directors may also elect or appoint such Vice Presidents, other officers and assistant officers as may be determined by the Board of Directors. The Board of Directors may delegate to any such officer the power to appoint or remove subordinate officers, agents or employees. Any two or more offices may be held by the same person, except the offices of President and Secretary. Each officer so elected or appointed shall continue in office until his successor shall be elected or appointed and shall qualify, or until his earlier death, resignation or removal.

Section 5.2. Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice thereof to the Board of Directors or the President. Such resignation shall take effect on the date specified therein and no acceptance of the same shall be necessary to render the same effective. Any officer may at any time be removed by the affirmative vote of a majority of the number of directors specified in Section 3.2 of Article III of these Bylaws, or by an executive committee thereunto duly authorized. If any office becomes vacant for any reason, the vacancy may be filled by the Board of Directors. An officer appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office and shall continue in office until his successor shall be elected or appointed and shall qualify, or until his earlier death, resignation or removal.

Section 5.3. President. The President shall be the chief executive officer of the corporation. He shall preside at all meetings of the shareholders and shall have general and

10

active management of the business of the corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect and in general shall perform all duties as may from time to time be assigned to him by the Board of Directors.

Section 5.4. Vice Presidents. The Vice Presidents shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment) shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President.

Section 5.5. Secretary. The Secretary shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of Secretary, including without limitation the duty and power to give notice of all meetings of shareholders and the Board of Directors, to attend such meetings and keep a record of the proceedings, and to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents, the execution of which on behalf of the corporation is authorized by these Bylaws or by the action of the Board of Directors.

Section 5.6. Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories

11

selected in accordance with these Bylaws, disburse such funds as ordered by the Board of Directors, making^, proper accounts thereof, and shall render as required by the Board of Directors statements of all such transactions as Treasurer and of the financial condition of the corporation.

Section 5.7. Assistant Secretaries. The Assistant Secretaries shall perform such duties and possess such powers as from time to time shall be assigned to them by the Board of Directors, the President, or the Secretary. In the absence, inability or refusal to act of the Secretary, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment, shall perform the duties and exercise the powers of the Secretary.

Section 5.8. Assistant Treasurers. The Assistant Treasurers shall perform such duties and possess such powers as from time to time shall be assigned to them by the Board of Directors, the President, or the Treasurer. In the absence, inability or refusal to act of the Treasurer, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment, shall perform the duties and exercise the powers of the Treasurer.

Section 5.9. Bond of Officers. The Board of Directors may require any officer to give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including without limitation for the faithful performance of his duties and for the restoration to the corporation of all property in his possession or under his control belonging to the corporation.

12

Section 5.10. Salaries. Officers of the corporation shall be entitled to such salaries, emoluments, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE VI

INDEMNIFICATION

Section 6.1. Third Party Actions. The corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. The termination of any civil or criminal 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 the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, nor with respect to any criminal action or proceeding, shall the presumption be created that he had reasonable cause to believe that his conduct was unlawful.

Section 6.2. Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or

13

suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent 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, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 6.3. Determination. Any indemnification under Sections 6.1 and 6.2 of this Article VI (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of officer, director, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 6.1 and 6.2 of this Article VI. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the affirmative vote of the holders of a majority of the shares of stock entitled to vote and represented at a meeting called for such purpose; provided, however, that if a director, officer,

14

employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2 of this Article VI, or in defense of any claim, issue or matter therein, he shall automatically be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith without the necessity of any such determination that he has met the applicable standard of conduct set forth in Sections 6.l and 6.2 of this Article VI.

Section 6.4. Payment in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be such action, suit or proceeding as authorized by the Board of Directors as provided in Section 6.3 of this Article VI upon receipt of a written undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article VI.

Section 6.5. Insurance. The Board of Directors may exercise the corporation’s power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against liability hereunder or otherwise.

Section 6.6. Other Coverage. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, the provisions of the Colorado Corporation Code, or otherwise, both as to

15

action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.

ARTICLE VII

EXECUTION OF INSTRUMENTS; LOANS; CHECKS AND

ENDORSEMENTS; DEPOSITS; PROXIES

Section 7.1. Execution of Instruments. The President or any Vice President shall have the power to execute and deliver on behalf of and in the name of the corporation any instrument requiring the signature of an officer of the corporation, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Unless authorized so to do by these Bylaws or by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 7.2. Loans. No loan shall be contracted on behalf of the corporation, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors or a standing committee designated by the Board of Directors to so act. Such authority may be general or confined to specific instances. When so authorized, the officer or officers thereunto authorized may effect loans at any time for the corporation from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the corporation, and when authorized as aforesaid, as security for the payment of any and all loans (and any obligations incident thereto) of the corporation, may mortgage, pledge, or otherwise encumber any real or personal property, or any interest therein, at any time owned or held by the corporation, and to that end may execute and deliver such instrument as may be necessary or proper in the premises.

16

Section 7.3. Checks and Endorsements. All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall, be signed or endorsed by such officers or agents of the corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

Section 7.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the corporation’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the corporation or its order.

Section 7.5. Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President may from time to time appoint one or more agents or attorneys in fact of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct

17

the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE VIII

SHARES OF STOCK

Section 8.1. Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate, certifying the number of shares owned by him in the corporation and designating the class of stock to which such shares belong, which shall otherwise be in such form as is required by law and as the Board of Directors shall prescribe. Each such certificate shall be signed by the President or a Vice President and the Secretary or any Assistant Secretary of the corporation; provided, however, that where such certificate is signed or countersigned by a transfer agent or registrar (other than the corporation or any employee of the corporation) the signatures of such officers of the corporation may be in facsimile form. In case any officer of the corporation who shall have signed, or whose facsimile signature shall have been placed on, any certificate shall cease for any reason to be such officer before such certificate shall have been issued or delivered by the corporation, such certificate may nevertheless be issued and delivered by the corporation as though the person who signed such certificate, or whose facsimile signature shall have been placed thereon, had not ceased to be such officer of the corporation.

Section 8.2. Record. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the corporation issued, the number of shares represented by each such certificate, and the date thereof, and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the corporation.

18

Section 8.3. Transfer of Stock. Transfers of shares of the stock of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized, and on the surrender of the certificate or certificates for such shares properly endorsed.

Section 8.4. Transfer Agents and Registrars; Regulations. The Board of Directors may appoint one or more transfer agents or registrars with respect to shares of the stock of the corporation. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the corporation.

Section 8.5. Lost, Destroyed or Mutilated Certificates. In case of the alleged loss, destruction or mutilation of a certificate representing stock of the corporation, a new certificate may be issued in place thereof, in such manner and upon such terms and conditions as the Board of Directors may prescribe, and shall be issued in such situations as required by law, including § 4-8-405, C.R.S. 1973.

ARTICLE IX

CORPORATE SEAL

Section 9.1. Corporate Seal. The corporate seal shall be in such form as shall be approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or an Assistant Secretary for the authentication of contracts or other papers requiring the seal.

19

ARTICLE X

FISCAL YEAR

Section 10.1. Fiscal Year. The fiscal year of the corporation shall be such year as shall be established by the Board of Directors.

ARTICLE XI

CORPORATE BOOKS AND RECORDS

Section 11.1. Corporate Books. The books and records of the corporation may be kept within or without the State of Colorado at such place or places as may be from time to time designated by Board of Directors.

Section 11.2. Addresses of Shareholders. Each shareholder shall furnish to the Secretary of the corporation or the corporation’s transfer agent an address to which notices from the corporation, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at his address last known to the Secretary or transfer agent.

Section 11.3. Fixing Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the shareholders entitled to a notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting nor more than fifty (50) days prior to any other action to which the same relates. Only such shareholders as shall be shareholders of record on the date so fixed shall be so entitled with respect to the matter to which the same relates. If the Board of Directors shall not fix a record date as above provided, and if the Board of Directors shall not for such purpose close the stock transfer books as provided by statute, then the record date shall be established, by statute in such cases made and provided.

20

Section 11.4. Audits of Books and Accounts. The corporation’s books and accounts shall be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.

ARTICLE XII

EMERGENCY BYLAWS

Section 12.1. Emergency Bylaws. The Board of Directors may adopt emergency bylaws in accordance with and pursuant to the provisions therefor from time to time set forth in the provisions of the Colorado Corporation Code.

ARTICLE XIII

AMENDMENTS

Section 13.1. Amendments. All bylaws of the corporation shall be subject to alteration, amendment or repeal, and new bylaws may be adopted, by the affirmative vote of a majority of the Board of Directors present at any regular or special meeting of the Board of Directors at which a quorum is present or by the unanimous written consent of the Board of Directors.

21

CAPSTAN MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Capstan Mining Company (the “Corporation”), and acting pursuant to Section 7-4-122 of the Colorado Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Bruce A. Johnson

Bruce A. Johnson

22

EX-3.39

EXHIBIT 3.39

ARTICLES OF INCORPORATION

OF

LONE PINE LAND & DEVELOPMENT COMPANY, INC.

1. The name of the corporation is (must contain a corporate indicator unless exempt under 15 P S 2908 e):

LONE PINE LAND & DEVELOPMENT COMPANY, INC.

2. The address of registered office in Pennsylvania (P. O. Box number is not acceptable):

300 Ninth Street, Conway, Beaver County, Pennsylvania 15027

3. Explain the purpose of purposes of the corporation:

The purchase, sale, import and export of cannel, bituminous, and other coal, in the Commonwealth of Pennsylvania, and elsewhere in the United States and in any foreign country; in addition thereto, the Corporation shall have unlimited power to engage in and to do any lawful act concerning any and all lawful businesses for which corporations shall be incorporated under the Pennsylvania Business Corporation Law of 1933, as amended, and for that purpose to have, possess and enjoy all the rights, benefits and privileges of said Act of Assembly.

4. The aggregate number of shares, classes of shares and par value of shares which the Corporation shall have authority to issue are:

Number and Class of Shares	1,000 - Common
Stated Par Value Per Share, if any	$10.00
Total Authorized Capital	$10,000
Term of Existence	Perpetual

5. Name and address of each incorporator, and the number and class of shares subscribed to by each incorporator is:

Name	Address	Number & Class of Shares
Scott L. Melton	300 Ninth Street Conway, Pennsylvania 15027	One Share

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed the Articles of Incorporation this 1st day of October, 1984.

/s/ Scott L. Melton

Scott L. Melton

ARTICLES OF AMENDMENT-

DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa.C.8. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1. The name of the corporation is:

Lone Pine Land & Development Company, Inc.

2, The address of this corporation’s current (a) registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):

(a) 300 Ninth Street, Conway, PA 15027, Beaver County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The statute by or under which it was incorporated is:

Pennsylvania Business Corporation Law of 1933, as amended

4. The original date of its incorporation is: October 5, 1984

5. (Check and if appropriate complete, one of the following):

x The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

¨ The amendment shall be effective on:                            

6. (Check one of the following):

¨ The amendment was adopted by the shareholders pursuant to 15 Pa.C.S. § 1914 (a) and (b).

x The Amendment was adopted by the board of directors pursuant to 15 Pa.C.S. 1914 (c).

7. (Check, and if appropriate complete, one of the following):

¨ The amendment adopted by the corporation, set forth in full, is as follows:

x The amendment adopted by the corporation as set forth in full in Exhibit A, attached hereto and made a part hereof.

8. (Check if the amendment restates the Articles):

¨ The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 29th day of May, 1990.

Lone Pine Land & Development Company, Inc. (Name of Corporation)
BY:	/s/ Jeane H. Woo
	(Signature)
TITLE:	Secretary

4

EXHIBIT A

LONE PINE LAND & DEVELOPMENT COMPANY, INC.

WRITTEN ACTION OF DIRECTOR IN LIEU OF SPECIAL MEETING

MAY 29, 1990

The undersigned, being the sole Director of Lone Pine Land & Development Company, Inc. (the “Corporation”), a Pennsylvania corporation, does hereby consent in writing, in lieu of a meeting, prusuant to Section 1402(7) of the Business Corporation Law of the Commonwealth of Pennsylvania, to the adoption of the following resolution as of the above date:

WHEREAS, the Corporation wishes to change its name to Central Penn Energy Company, Inc.;

BE IT THEREFORE RESOLVED, that the Board of Directors hereby approves the change of its corporate name to Central Penn Energy Company, Inc.; and

FURTHER RESOLVED, that the Board of Directors hereby approves an Amendment to the Articles of Incorporation of the Corporation changing Line 010 to read Central Penn Energy Company, Inc.; and

FURTHER RESOLVED, that the Corporation hereby authorizes and directs its officers to take any action necessary to file the appropriate documents with the Secretary of the Commonwealth of Pennsylvania to effect said change.

/s/ R. Freal Mize

R. Freal Mize

5

EX-3.40

EXHIBIT 3.40

BY-LAWS

OF

LONE PINE LAND & DEVELOPMENT COMPANY, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1.1. Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Pennsylvania, as from time to time may be fixed by the Board of Directors.

Section 1.2. Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year beginning in 1985, at 11:00 A.M. on the last Wednesday in March, if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.

Section 1.3. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Vice-Chairman of the Board or the President, by a majority of the Board of Directors, or by shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

Section 1.4. Telephone Meetings. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 1.5. Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than fifty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears in the stock transfer books of the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

Section 1.6. Quorum. Any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend.

Section 1.7. Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than fifty days prior to such meeting, fixed by the Board of Directors, for the purpose of determining shareholders entitled to vote, as

2

the date on which the stock transfer books of the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney in fact.

Section 1.8. Inspectors. An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors constituting the Board of Directors shall be one or more.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected at each annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

3

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

Section 2.4. Meetings of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Pennsylvania and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the Vice-Chairman of the Board, the President or any one of the Directors. The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

4

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Eligibility for Service as a Director. No person who shall have attained the age of 70 years shall be eligible for election as a Director of the Corporation. Any person elected a Director prior to age 70 shall retire from the Board upon attaining that age, provided that any person serving as a Director on the date of the adoption of this By-law shall be entitled to serve out his term regardless of age.

ARTICLE III

COMMITTEES

Section 3.1. Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect an Executive Committee which shall consist of not less than two Directors, including the President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these By-laws, provided that the Executive Committee shall not have power to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

Section 3.2. Finance Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect a Finance Committee

5

which shall consist of not less than two Directors. The Finance Committee shall consider and report to the Board with respect to plans for corporate expansion, capital structure and long-range financial requirements. The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of^- the Corporation as may be requested by the Board or the appropriate officers of the Corporation. The Committee shall report periodically to the Board of Directors on all action which it may have taken.

Section 3.3. Other Committees. The Board of Directors, by resolution duly adopted, may establish such other standing or special committees of the Board as it may deem advisable, consisting of not less than two Directors; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

Section 3.4. Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

Section 3.5. Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 3.6. Term of Office. Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

Section 3.7. Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

6

Section 3.8. Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Removal of Officers; Vacancies. Any officer of the corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

Section 4.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

7

Section 4.4. Duties of the President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management and direction of the business and operations of the Corporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a Director, and, except as otherwise provided in these By-laws or in the resolutions establishing such committees, he shall be ex officio a member of all Committees of the Board. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4.5. Duties of the Vice Presidents. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

8

Section 4.6. Duties of the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting_: practices; (ii) for the preparation of appropriate, operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Finance Committee or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

Section 4.7. Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these By-laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall

9

have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

Section 4.8. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

Section 5.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

10

Section 5.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

Section 5.4. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

11

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 6.2. Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

Section 6.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 6.4. Amendment of By-laws. Unless proscribed by the Articles of Incorporation, these By-laws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these By-laws. The stockholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any By-laws and to enact By-laws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

Section 6.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, if any, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held

12

by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Section 6.6. Financial Statements. The board of directors shall cause to be sent to the shareholders, within one hundred twenty days after the close of the Corporation’s fiscal year, financial statements which shall include a balance sheet as of the close of such year, together with statements of income and surplus for such year, prepared so as to present fairly the Corporation’s financial condition and the results of its operations. Such financial statements need not have been examined by an independent certified public accountant nor be accompanied by an opinion of such accountant.

Section 6.7. Indemnification.

(a) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another

13

corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in the manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner he 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 his conduct was ^-unlawful.

(b) Notwithstanding the provisions of paragraph (a) of this Section 6.7, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(c) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) of this Section 6.7, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

14

(d) Any indemnification under paragraphs (a) and (b) of this Section 6.7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such paragraphs (a) and (b). Such determination shall be made (i) by the Corporation’s Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or even if obtainable, and a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

(e) Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid (but shall not hereby be required to be paid) by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in paragraph (d) of this Section 6.7, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(f) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in paragraph (a) of this Section 6.7 who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or

15

proceeding, whether civil, criminal, administrative, arbitrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph (a). The provisions of paragraphs (b) through (e) of this Section 6.7 shall be applicable to any indemnification provided hereafter pursuant to this paragraph (f).

(g) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this section and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.

(h) Every reference herein to director, officer, employee or agent shall include former, directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this section.

16

ARTICLE VII

EMERGENCY BY-LAWS

The Emergency By-laws provided in this Article VII shall be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding, any different provision in the preceding Articles of these By-laws or in the Articles of Incorporation of the Corporation or in the Business Corporation Law of Commonwealth of Pennsylvania (other than those provisions relating to emergency by-laws). To the extent not inconsistent with these Emergency By-laws, the By-laws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency By-laws shall cease to be operative unless and until another such emergency shall occur.

During any such emergency:

(a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other person referred to in (b) below.

(b) At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of directors fixed at the time by Article II of the By-laws. If the Directors present at any particular meeting shall be fewer than the number required for such

17

quorum, other persons present as referred to below, to the number necessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority:

(i) Vice Presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii) All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(iii) Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c) The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do.

No officer, Director or employee acting in accordance with these Emergency By-laws shall be liable except for willful misconduct.

18

These Emergency By-laws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency By-laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

DATED: October 5, 1984

19

LONE PINE LAND & DEVELOPMENT COMPANY, INC.

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being the sole Director of Lone Pine Land & Development Company, Inc. (the Corporation), and acting pursuant to Section 402(7) of the Pennsylvania Business Corporation Law, does hereby adopt the following resolution as of the above date:

RESOLVED, that the By-Laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ R. Freal Mize

R. Freal Mize

20

CENTRAL PENN ENERGY COMPANY, INC.

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of Central Penn Energy Company, Inc. (the “Corporation”), and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

21

EX-3.41

EXHIBIT 3.41

ARTICLES OF INCORPORATION

OF

CENTRAL WEST VIRGINIA ENERGY COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of CENTRAL WEST VIRGINIA ENERGY COMPANY.

II. The address of the principal office of said corporation will be located at P. O. Box 26765, in the City of Richmond, in the County of Richmond, and State of Virginia 23261.

The address of the principal place of business of said corporation will be located at 208 Main Street, in the City of Weston, in the County of Lewis, State of West Virginia 26452.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes, in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

1.A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the

2

Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by

3

the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

VI. The amount of the total authorised capital stock of said corporation shall be Ten Thousand Dollars ($10,000), which shall be divided into One Thousand (1,000) shares of the par value of Ten Dollars ($10.00) each.

VII. The full name and address of the incorporator is:

Name	Address
Gary W. Callahan	Glade Springs
	One Pavillion Drive
	Daniels, West Virginia 25832

VIII. The existence of this corporation is to be perpetual.

IX. The full name and address of the appointed person to whom notice or process may be sent is Gary W. Callahan, Glade Springs, One Pavillion Drive, Daniels, West Virginia 25832.

X. The number of directors constituting the initial board of directors of the corporation is three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
E. Morgan Massey	P. O. Box 26765
	Richmond, VA 23261
Wm. Blair Massey	P. O. Box 26765
	Richmond, VA 23261
Gary N. Callahan	Glade Springs
	One Pavillion Drive
	Daniels, WV 25832

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 28^th day of May, 1982.

4

/s/ Gary W. Callahan

Gary W. Callahan

Articles of Incorporation prepared by:

JACKSON, KELLY, HOLT & O’FARRELL

1500 One Valley Square

Charleston, West Virginia 25301

5

ARTICLES OF AMENDMENT OF INCORPORATION OF

CENTRAL WEST VIRGINIA ENERGY COMPANY

CENTRAL WEST VIRGINIA ENERGY COMPANY, pursuant to authority granted to it to change its address of the principal place of business by West Virginia Code Section 11-1-106, adopts the following Articles of Amendment of Incorporation.

FILED IN DUPLICATE:

1. The name of the corporation is CENTRAL WEST VIRGINIA ENERGY COMPANY.

2. The adopted Amendment of Incorporation changes the address of the principal place of business to Glade Springs, One Pavilion Drive, Daniels, West Virginia 25832-9799.

3. The shareholder adopted the Amendment on March 1, 1984.

4. 100 shares of common stock of the Corporation are issued and outstanding.

5. All 100 shares were voted for the Amendment.

THE UNDERSIGNED, for the purpose of adopting Articles of Amendment of Incorporation under the laws of the State of West Virginia, do make and file these Articles of Amendment of Incorporation, and we have accordingly hereto set our hands this 1^st day of March, 1984.

/s/ S. Caperton, III

S. Austin Caperton, III, President

/s/ Wm. Massey

Wm. Blair Massey, Secretary

6

Articles of Amendment of Incorporation Prepared by:

Paul S. Barbery

Attorney-at-Law

P.O. Box 26765

Richmond, VA 23261

7

EX-3.42

EXHIBIT 3.42

BY-LAWS

OF

CENTRAL WEST VIRGINIA ENERGY COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Richmond, State of Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May in each year, beginning in 1983, at the hour of 12:45 P.M., local time, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be three. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. A Chairman of the Board of Directors and such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. The President and the Chairman of the Board, if any, shall be elected from the membership of the Board of Directors.

Section 4.2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the Corporation. The principal executive officer of the Corporation shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the Corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority may, exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by Directors, may sign with the President or a Vice President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the Corporation, the bylaws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the Corporate Seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the Corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors and with or without sureties as the Board of Directors may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the Corporation shall be kept in the principal office of the Corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the word “Seal”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these bylaws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this Corporation may be voted by the Chairman of the Board or the President of this Corporation.

DATED: June 3, 1982

15

CENTRAL WEST VIRGINIA ENERGY COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Central West Virginia Energy Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Bennett K. Hatfield

Bennett K. Hatfield

/s/    H. Drexel Short

H. Drexel Short

/s/    R. Freal Mize

R. Freal Mize

EX-3.43

EXHIBIT 3.43

ARTICLES OF INCORPORATION

OF

CERES LAND COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Ceres Land Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at P.O. Box 2066, Charleston, West Virginia 25327.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the initial Director until the first annual meeting of shareholders or until his successor is elected and shall be qualified is:

George P. Manson, Jr., Esq.

4 N. Fourth Street

Richmond, VA 23219

2

VI. The full name and address of the incorporator is:

George P. Manson, Jr., Esq.

4 N. Fourth Street

Richmond, VA 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the

3

Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 18th day of August, 1994.

        /s/ George P. Manson, Jr.

                        Incorporator

Articles of Incorporation prepared by:

George P. Manson, Jr., Esq.

4 N. Fourth Street

Richmond, VA 23219

4

EX-3.44

EXHIBIT 3.44

BY-LAWS

OF

CERES LAND COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Charleston. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 2:00 P.M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: August 22, 1994

15

CERES LAND COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Ceres Land Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Bennett K. Hatfield	/s/ H. Drexel Short
Bennett K. Hatfield	H. Drexel Short
/s/ R. Freal Mize
R. Freal Mize

16

CERES LAND COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Ceres Land Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ R. Freal Mize

R. Freal Mize

/s/ H. Drexel Short

H. Drexel Short

17

EX-3.45

EXHIBIT 3.45

ARTICLES OF INCORPORATION

OF

SHIPROCK COAL CO.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Shiprock Coal Co.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

1

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principle office of said corporation shall be located at P.O. Box 11481, Charleston, West Virginia 25339.

The full name and address of the appointed person to whom notice of process may be sent is John M. Poma, P.O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P.O. Box 1951

2

Charleston, West Virginia 25327

John Christopher Adkins

P.O. Box 11481

Charleston, West Virginia 25339

VI. The full name and address of the incorporator is:

John M. Poma, Esq.

4 N. Fourth Street

Richmond, VA 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 10th day of December, 1997.

/s/ John M. Poma

Incorporator

Prepared by:

John M. Poma, Esq.

P.O. Box 26765

Richmond, Virginia 23261

5

ARTICLES OF AMENDMENT OF INCORPORATION OF

SHIPROCK COAL CO.

Shiprock Coal Company, pursuant to authority granted to it to change its corporate name by West Virginia Code Section 31-1-106, adopts the following Articles of Amendment of Incorporation, FILED IN DUPLICATE:

X. The name of the Corporation is Shiprock Coal Co.

XI. The adopted Amendment of Incorporation changes the name of the corporation to Clear Fork Coal Company.

XII. The shareholder adopted the Amendment on December 1, 1998.

XIII. 100 shares of stock of the corporation are issued and outstanding.

XIV. All 100 shares were voted for the Amendment.

THE UNDERSIGNED, for the purpose of adopting Articles of Amendment of Incorporation under the laws of West Virginia, do make and file these Articles of Amendment of Incorporation, and we have accordingly hereto set our hands this 2nd day of December, 1998.

/s/ John Christopher Adkins

John Christopher Adkins

/s/ John M. Poma

John M. Poma

2

EX-3.46

EXHIBIT 3.46

BY-LAWS

OF

SHIPROCK COAL COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Charleston. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Friday in the month of May, in each year, at the hour of 1:00 A. M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

7

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1994] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Election of Officers; Terms. The officers of the Corporation, shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors.

8

All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 4.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage

9

stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

10

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of [GRAPHIC REMOVED HERE]record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

11

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

12

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

13

CLEAR FORK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Clear Fork Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    H. Drexel Short        

H. Drexel Short

/s/    John Christopher Adkins        

John Christopher Adkins

EX-3.47

EXHIBIT 3.47

ARTICLES OF INCORPORATION

OF

CONTINUITY VENTURE CAPITAL CORP

The undersigned, acting as incorporator of a corporation under West Virginia Code § 31-1-27, adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the corporation shall be CONTINUITY VENTURE CAPITAL CORP.

II. The address of the principal office of the corporation will be located at 300 Kanawha Boulevard, Suite 400, Charleston, Kanawha County, West Virginia, and the mailing address of the corporation shall be P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which this corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may he incorporated under the laws of the State of west Virginia.

IV. Provisions for the regulation of the internal affairs of the corporation are:

A. The corporation shall indemnify each member of the Board and each officer of the corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by, or in the right of, the corporation), by reason of the fact that he is or was a Board member, officer or agent of the corporation or is or was serving at the request of the corporation as a Board member, officer or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise.

B. The indemnification shall be against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation.

C. No indemnification shall be made to any claim, issue or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross

negligence or willful misconduct in the performance of his duties to the corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with matter involved. The foregoing right of indemnification shall be in addition to, but not exclusive of, any other right to which such Board member, officer or agent of the corporation may otherwise be entitled by law.

E. In furtherance of this indemnification provision the corporation may purchase and maintain insurance providing insurance coverage for any liability asserted against the corporation’s officers and directors, whether or not the corporation would have the power to indemnify its officers and directors against such liability.

V. The amount of total authorized capital stock of the corporation shall be $600,000, which shall be divided into 6,000 shares of stock with a par value of $100.00 per share.

VI. The existence of the corporation is to be perpetual.

VII. The person to whom notice or process may be sent shall be General Counsel, A.T. Massy Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

VIII. The full name and address of the Incorporator is:

NAME	ADDRESS
Jeffrey M. Jarosinski	P. O. Box 26765 Richmond, Virginia 23261

IX. The number of directors constituting the initial board of directors of the corporation is three and the name and address of the person(s) who shall serve as directors until the first annual meeting of shareholders or until their successor(s) are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, Virginia 23261
James D. Slater	P. O. Box 457
	Whitesville, West Virginia 25209
Bennett K. Hatfield	P.O. Box 26765
	Richmond, Virginia 23261

2

X. The shareholders of the corporation shall have no preemptive rights.

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does hereby make and file these Articles of Incorporation, and has accordingly hereto set his hand this 2nd day of January, 1996.

/s/ Jeffrey M. Jarosinski

Jeffrey M. Jarosinski

Prepared By:

Mark A. Ferguson

GEORGE, FERGUSON & LORENSEN

Attorneys-at-Law

950 One Valley Square

Charleston, West Virginia 25301

3

EX-3.48

EXHIBIT 3.48

BY-LAWS

OF

CONTINUITY VENTURE CAPITAL CORP.

ARTICLE I

VOTE OF STOCKHOLDERS

Section 1.1. Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

Section 1.2. Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

Directors

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be one or more.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 3:00 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board

2

of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive, notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

Officers

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 3.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

4

ARTICLE IV

Capital Stock

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V

Miscellaneous Provisions

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

6

CONTINUITY VENTURE CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Continuity Venture Capital Corp. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article II Section 2.3 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Shareholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Shareholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or, otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

7

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Johnny R. Jones

Johnny R. Jones

8

CONTINUITY VENTURE CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Continuity Venture Capital Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Johnny R. Jones

Johnny R. Jones

9

EX-3.49

EXHIBIT 3.49

ARTICLES OF INCORPORATION

OF

CRYSTAL FUELS COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Crystal Fuels Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at P.O. Box 269, Matewan, West Virginia 25678.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of the people who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and shall be qualified are:

Michael L. White

P.O. Box 269

Matewan, West Virginia 25678

Douglas L. Knuckles

P.O. Box 722

Matewan, West Virginia 25678

2

Mr. James D. Slater

P.O. Box 722

Matewan, West Virginia 25678

VI. The full name and address of the incorporator is:

Fletcher A. Cooke, Esq.

P.O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 23rd day of March, 1994.

/s/    Fletcher A. Cooke

Incorporator

Articles of Incorporation prepared by:

Fletcher A. Cooke, Esq.

P.O. Box 26765

Richmond, Virginia 23261

5

EX-3.50

EXHIBIT 3.50

BY-LAWS

OF

CRYSTAL FUELS COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Matewan. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 9:30 A.M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: March 24, 1994

15

CRYSTAL FUELS COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Crystal Fuels Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Hiram Mahon	/s/ Douglas Sayers
Hiram Mahon	Douglas Sayers
/s/ Gary Meade
Gary Meade

16

CRYSTAL FUELS COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Crystal Fuels Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bruce A. Johnson

Bruce A. Johnson

/s/ George E. Dotson

George E. Dotson

/s/ Michael G. Smith

Michael G. Smith

17

EX-3.51

EXHIBIT 3.51

ARTICLES OF INCORPORATION

OF

DEHUE COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of DEHUE COAL COMPANY.

II. The address of the principal office of said corporation will be located at P.O. Box 26765, in the city of Richmond, in the County of Richmond, and State of Virginia 23261.

The address of the principal place of business of said corporation will be located at General Delivery, in the City of Dehue, in the County of Logan, State of West Virginia 25618.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes, in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. No shareholder or other person shall have any pre-emptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether

2

civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

3

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

VI. The amount of the total authorized capital stock of said corporation shall be Ten Thousand Dollars ($10,000.00), which shall be divided into One Thousand (1,000) shares of the par value of Ten Dollars ($10.00) each.

VII. The full name and address of the incorporator is:

NAME	ADDRESS
William F. Dobbs, Jr.	1500 One Valley Square
	P.O. Box 553
	Charleston, WV 25322

VIII. The existence of this corporation is to be perpetual.

IX. The full name and address of the appointed person to whom notice of process may be sent is Gary W. Callahan, One Pavilion Drive, Glade Springs, Daniels, West Virginia 25832.

X. The number of directors constituting the initial board of directors of the corporation is three, and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
E. Morgan Massey	P.O. Box 26765
	Richmond, VA 23261
Wm. Blair Massey	P.O. Box 26765
	Richmond, VA 23261
Sidney R. Young, III	General Delivery
	Lobata, WV 25677

4

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 8th day of April, 1982.

/s/    William F. Dobbs

William F. Dobbs, Jr.

Articles of Incorporation prepared by:

Jackson, Kelly, Holt & O’Farrell

1500 One Valley Square

Charleston, West Virginia 25301

5

EX-3.52

EXHIBIT 3.52

BY-LAWS

OF

DEHUE COAL COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Richmond, State of Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May in each year, at the hour of 12:20 P.M., local time, beginning in 1983, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

3

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be three. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addresssed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. A Chairman of the Board of Directors and such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary. The President and the Chairman of the Board, if any, shall be elected from the membership of the Board of Directors.

Section 4.2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the Corporation. The principal executive officer of the Corporation shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the Corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority may, exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by Directors, may sign with the President or a Vice President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the Corporation, the bylaws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the Corporate Seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the Corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors and with or without sureties as the Board of Directors may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the Corporation shall be kept in the principal office of the Corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words “Corporate Seal”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these bylaws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this Corporation may be voted by the Chairman of the Board or the President of this Corporation.

DATED: April 15, 1982

15

DEHUE COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Dehue Coal Company (the Corporation), and acting pursuant to section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Wm. Blair Massey

Wm. Blair Massey

/s/ Dan C. Bowes

Dan C. Bowes

16

DEHUE COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Dehue Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Harold Osborne	/s/ Don L. Blankenship
Harold Osborne	Don L. Blankenship
/s/ Roger L. Nicholson
Roger L. Nicholson

17

DEHUE COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Dehue Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Harold Osborne

Harold Osborne

/s/ Roger L. Nicholson

Roger L. Nicholson

18

EX-3.53

EXHIBIT 3.53

ARTICLES OF INCORPORATION

OF

DELBARTON MINING COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name Delbarton Mining Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. Box 310, Delbarton, West Virginia 25670.

The full name and address of the appointed person to whom notice of process may be sent is Jeanne H. Woo, P. O. Box 26765, Richmond, Virginia 23261.

2

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

3

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained

4

by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 7th day of December, 1998.

/s/ Roger L. Nicholson

Incorporator

Prepared by:

Roger L. Nicholson, Esq.

P. O. Box 26765

Richmond, Virginia 23261

5

EX-3.54

EXHIBIT 3.54

BY-LAWS

OF

DELBARTON MINING COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in Delbarton, West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 1:00 P. M., local time, beginning in 1999, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

2

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by it’s Board of Directors.

3

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

4

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

5

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered

6

or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

7

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

8

DELBARTON MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Delbarton Mining Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    H. Drexel Short

H. Drexel Short

/s/    Bennett K. Hatfield

Bennett K. Hatfield

9

EX-3.55

EXHIBIT 3.55

ARTICLES OF INCORPORATION

OF

DEMETER LAND COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agree to become a corporation by the name of Demeter Land Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which the Corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 1604, Charleston, West Virginia 25326.

The full name and address of the appointed person to whom notice of process may be sent is Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

2

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

R. Freal Mize

P. O. Box 1951

Charleston, West Virginia 25327

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

Charles Q. Gage, Esq.

P. O. Box 553

Charleston, West Virginia 25322

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

3

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained

4

by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 24th day of September, 1997.

/s/ Charles Q. Gage

Incorporator

Prepared By:

Charles Q. Gage, Esq.

P. O. Box 553

Charleston, West Virginia 25322

5

EX-3.56

EXHIBIT 3.56

BY-LAWS

OF

DEMETER LAND COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Charleston. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Friday in the month of May, in each year, at the hour of 11:30 A.M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the

Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer

4

thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

7

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

8

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the

9

principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the

10

corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by

11

the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be

12

signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his

13

attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

14

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

15

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: September 24, 1997

16

DEMETER LAND COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Demeter Land Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ R. Freal Mize

R. Freal Mize

17

EX-3.57

EXHIBIT 3.57

AGREEMENT OF INCORPORATION

of

DOUGLAS POCAHONTAS COAL CORPORATION

I. The undersigned agree to become a corporation by the name of DOUGLAS POCAHONTAS COAL CORPORATION.

II. The principal office or place of business of said corporation will be located at No. 41 Rittenhouse Place, in the town of Ardmore in the county of Montgomery and State of Pennsylvania. Its chief works will be located in Justice, Wyoming County, West Virginia.

III. The objects for which this Corporation is formed are as follows:

To purchase, take on lease, or otherwise acquire, own and hold mines, mining rights, coal lands, oil and gas lands, oil and gas rights, wood lands and timber rights of any nature or character, and particularly, but not exclusively, coal mines and coal mining rights, in any state or country, and any leasehold or other interests therein, and to explore, work, exercise, develop, and turn to account the same; to mine, drill for, extract, remove, quarry, smelt, refine, dress, amalgamate, manufacture, prepare for market and sell coal, coke, oil, gas, timber, ore, metal and mineral substances of all kinds, and to carry on any other operations which may seem conducive to any of the company’s objects.

To buy, sell, manufacture, and deal in coal, coke, oil, gas, minerals and timber, and the products and by-products thereof, and to acquire the necessary plant, machinery, implements, conveniences, provisions and things for use in connection with mining, drilling, timbering or manufacturing operations or required by workmen and others employed by the company.

To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with goods, wares and merchandise and real and personal property or every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To purchase, own, dispose of, underwrite and guarantee the shares of capital stock and/or bonds, securities and obligations of any other corporation or corporations whether created under the laws of this state or any other state or country, and while the owner thereof to exercise all the rights, powers and privileges or ownership including the right to vote such shares in corporate meetings.

To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or government or colony or dependency thereof.

To borrow or raise moneys for any of the purposes of the corporation and, from time to time, without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To buy, sell or otherwise deal in notes, open accounts, and other similar evidences of debt, or to loan money and take notes, open accounts, and other similar evidences of debt as collateral security therefor.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any of the States, Districts, Territories or Colonies of the United States, and in any and all foreign countries, subject to the laws of such State, District, Territory, Colony or Country.

In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of West Virginia upon corporations, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this agreement of incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

2

IV. The amount of the total authorized capital stock of said corporation shall be Five Thousand Dollars ($5,000.00), which shall be divided into five thousand (5,000) shares of the par value of One Dollar ($1.00) each.

The board of directors may issue from time to time the authorized amount and number of the shares of stock and convertible securities in payment wholly or partly for cash, labor done, real and/or personal property, or for the use thereof, at such price for any such labor or property or the use thereof as may be fixed by agreement between the owner of the property and the officers and directors of the corporation.

V. The amount of capital stock with which this corporation will commence business is Five Thousand Dollars ($5,000.00) being five thousand (5,000) shares of One Dollar ($1.00) each.

VI. The names and post office addresses of the incorporators and the number of shares of stock subscribed for by each are as follows:

NAME	P.O. ADDRESS	No. of Shares Common Stock
F. Stanley Saurman	738 Churchville Road Southampton, Pennsylvania	1
Henry G. Canda, Jr.	1524 Brinton Park Drive Wynnewood, Pennsylvania	1
J.L. Wilsterman	1213 Morgan Avenue Drexel Hill, Pennsylvania	1

VII. The existence of this corporation is to be perpetual.

VIII. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make and alter the by-laws of the corporation

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

3

By resolution or resolutions passed by a majority of the whole board to designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in said resolution or resolutions or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of the holders of sixty per centum (60%) of the stock issued and outstanding having voting power given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of sixty per centum (60%) of the voting stock issued and outstanding, to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

IX. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of West Virginia may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the laws of the State of West Virginia, order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which such application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this corporation, as the case may be, and also on this corporation.

X. Meetings of stockholders may be held without the State of West Virginia, if the by-laws so provide The books of this corporation may be kept (subject to the provisions of the statutes), outside of the State of West Virginia at such places as may be from time to time designated by the board of directors.

XI. The corporation reserves the right to amend, alter, change or repeal any provision contained in this agreement of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

4

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named for the purpose of forming a corporation to do business both within and without the State of West Virginia, under the laws of West Virginia do make this Agreement, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands this 21^st day of June, A.D. 1956.

/s/ F. Stanley Saurman

/s/ Henry G. Canda, Jr.

/s/ J.L. Wilsterman

5

EX-3.58

EXHIBIT 3.58

BY-LAWS

OF

DOUGLAS POCAHONTAS COAL CORPORATION

OFFICES

1. The principal office or place of business shall be in the City of Ardmore, County of Montgomery, State of Pennsylvania, and the corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the corporation may require.

STOCKHOLDERS’ MEETINGS

2. Regular meetings of the stockholders shall be held at the office of the corporation in Ardmore, Pennsylvania. Special meetings of the stockholders may be held at such place and time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

3. An annual meeting of stockholders, commencing with the year 1957, shall be held on the fourth Thursday of April in each year if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:00 o’clock A. M. when they shall elect by a plurality vote, a Board of Directors, and transact such other business as may properly be brought before the meeting.

4. Written notice of the annual meeting shall be served upon or mailed to each stockholder entitled to vote thereat at such address as appears on the stock book of the corporation, at least five days prior to the meeting.

5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Agreement of Incorporation may be called by the Board of Directors, the President and Secretary or any number of stockholders owning in the aggregate at least one-tenth of the number of shares outstanding.

6. Written notice of a special meeting of stockholders, stating the time and place thereof, and the business to be transacted thereat, shall be served upon or mailed, postage prepaid, to each stockholder entitled to vote thereat at such address as appears on the books of the corporation, at least five days before such meeting. No business other than that included in the notice or incidental thereto shall be transacted at such meeting.

7. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the agreement of Incorporation or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person, or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present, or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

8. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Agreement of Incorporation or of these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

2

9. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument specifically confers the right to vote for a longer period. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation, except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of its stockholders entitled to vote, and in all elections of directors may cast one vote for each such share for as many persons as there are directors to be elected, or may cumulate such votes and give one candidate as many votes as the number of directors to be elected multiplied by the number of such shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall desire, and the directors shall not be elected in any other manner.

DIRECTORS

10. The number of directors which shall constitute the whole board shall be three. The directors shall be elected at the annual meeting of the stockholders, and each director shall be elected to serve until his successor shall be elected and shall qualify. Directors need not be stockholders nor residents of the State of West Virginia.

11. The directors shall have power from time to time, and at any time, when the stockholders, as such, are not assembled in a meeting, regular or special, to increase their own number to not more than five and forthwith appoint and elect any other person, or persons, to be directors, to hold office until the next annual election and until their successors are elected and qualify.

3

12. The directors may hold their meetings and keep the books of the corporation, outside of West Virginia, at the principal office or place of business of the corporation in the City of Ardmore, Pennsylvania or at such other places as they may from time to time determine.

13. If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, a majority of the remaining directors, though less than a quorum, shall choose a successor or successors, who shall hold office for the unexpired term in respect to which such vacancy occurred or until the next election of directors.

14. No director shall vote on a question in which he is interested other than as a stockholder, except the election of a President or other officer or employee, or be present at the meeting of the board while the same is being considered; but if his retirement from the board in such case reduce the number present below a quorum, the question may nevertheless be decided by those who remain. On any question the names of those voting each way shall be entered on the record of their proceedings, if any director at the time so requires.

15. The property and business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Agreement of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

COMMITTEES OF DIRECTORS

16. The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the

4

seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

17. The committees shall keep regular minutes of their proceedings and report the same to the board when required.

COMPENSATION OF DIRECTORS

18. Directors, as such, shall not receive any stated salary for their services, but by resolution of the board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

19. Members of special or standing committees may be allowed like compensation for attending committee meetings.

MEETINGS OF THE BOARD

20. The first meeting of each newly elected board shall be held at such place and time either within or without the State of West Virginia as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting; provided, a quorum shall be present, or they may meet at such place and time as shall be fixed by the consent in writing of all the directors.

21. Regular meetings of the board may be held without notice at such time and place either within or without the State of West Virginia as shall from time to time be determined by the board.

5

22. Special meetings of the Board of Directors may be called by the President, Vice-President, or any two of the directors, on three days’ notice to each director, either personally or by mail or by telegram.

23. At all meetings of the board two directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Agreement of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

NOTICES

24. Whenever under the provisions of the statutes or of the Agreement of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed.

25. Notice of the time, place and purpose of any meeting of stockholders or directors whether required by the provisions of the statute, the Agreement of Incorporation or these By-Laws may be dispensed with if every stockholder shall attend either in person or by proxy, or if every director shall attend in person, or if every absent stockholder or director shall, in writing, filed with the records of the meeting either before or after the holding thereof, waive such notice.

6

ACTION BY STOCKHOLDERS AND DIRECTORS WITHOUT MEETING

26. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the Agreement of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled to vote upon the action, if such meeting were held, shall agree in writing to such corporate action being taken. Whenever the vote of directors at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the Agreement of Incorporation or of these By-Laws, the meeting and vote of directors may be dispensed with if all the directors agree in writing to such corporate action being taken.

OFFICERS

27. The officers of the corporation shall be chosen by the directors and shall be a President, a Vice-President, Secretary and Treasurer. The Board of Directors may also choose additional Vice-Presidents, Assistant Secretaries and Assistant Treasurers. Any two of the above named offices, except those of President and Vice-President may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law or by these By-Laws to be executed, acknowledged, verified or countersigned by two or more officers.

28. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a President from their own number, and one or more Vice-Presidents, a Secretary and a Treasurer, none of whom need be a member of the board.

29. The board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

7

30. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

31. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

THE PRESIDENT

32. The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the stockholders and directors, shall be ex officio a member of all standing committees, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect.

33. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

VICE-PRESIDENTS

34. The Vice-Presidents in the order of their seniority shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

35. The Secretary shall attend all sessions of the board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give,

8

or cause to be given, notice of all meetings of the stockholders and special meeting of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary.

36. The Assistant Secretaries in the order of their seniority shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Board of Directors shall prescribe.

THE TREASURER AND ASSISTANT TREASURERS

37. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

38. He shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

39. If required by the Board of Directors he shall give the corporation a bond in a sum, and with such surety or sureties as may be satisfactory to the board for the faithful performance of the duties of his office, and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

9

40. The Assistant Treasurers in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe.

CERTIFICATES OF STOCK

41. The certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. If any stock certificate is signed by a transfer agent or an assistant transfer agent or a transfer clerk acting on behalf of the corporation, and a registrar, the signature of any such officer may be facsimile. No certificate for any share of stock shall be issued or delivered to any stockholder until his subscription or sale price for such share is paid in full.

TRANSFERS OF STOCK

42. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

CLOSING OF TRANSFER BOOKS

43. The Board of Directors may fix the time, not exceeding forty days preceding the date of any meeting of the stockholders or any dividend payment date or any date for the allotment of rights, during which the books of the corporation shall be closed against the transfer of stock; or, in lieu of providing for the closing of the books against transfers of stock, may fix a date not exceeding forty days preceding the date of any meeting of the stockholders,

10

any dividend record date for the determination of the stockholders entitled to notice of, or to vote at such meeting, and/or entitled to receive such dividend payment or rights, as the case may be, and only stockholders of record on such date shall be entitled to notice of and/or to vote at such meeting or to receive such dividend payment or rights.

REGISTERED STOCKHOLDERS

44. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of West Virginia.

LOST CERTIFICATE

45. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require, and/or give the corporation a bond, in such sum as it may direct to indemnify the corporation against any claim that may be made against it with respect to the certificate alleged to have been lost or destroyed.

DIVIDENDS

46. Dividends upon the capital stock of the corporation, subject to the provisions of the Agreement of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock.

11

47. Before payment of any dividend, that may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

48. If any stockholders be indebted to the corporation, any dividend payable to such stockholders, or so much thereof as is necessary, may be applied to the payment of such indebtedness if then due and payable.

ANNUAL STATEMENT

49. The President shall annually prepare a full and true statement of the affairs of the corporation, which shall be submitted at the annual meeting and filed within twenty days thereafter at the principal office in West Virginia, where it shall, during the usual business hours of each secular day be open for inspection by any stockholder.

CHECKS

50. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

51. The fiscal year shall begin the first day of January in each year.

12

SEAL

52. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, West Virginia”.

AMENDMENTS

53. The By-Laws may be altered or repealed at any regular meeting of the stockholders or at any special meeting of the stockholders at which a quorum is present or represented provided notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the issued and outstanding stock entitled to vote at such meeting and present or represented thereat, or by the affirmative vote of a majority of the Board of Directors at any regular meeting of the board, or at any special meeting of the board if notice of the proposed alteration or repeal be contained in the notice of such special meeting.

13

DOUGLAS POCAHONTAS COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Douglas Pocahontas Coal Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ John R. Harsanyi

John R. Harsanyi

/s/ Wm. Blair Massey

Wm. Blair Massey

/s/ Paul S. Barbery

Paul S. Barbery

14

DOUGLAS POCAHONTAS COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

DECEMBER 15, 1993

The undersigned, being all the Directors of Douglas Pocahontas Coal Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that, no asset whether real, personal or mixed of any type, including without limitation equipment, land, timber, timber rights, any claims against third parties, leases, license agreements, interest in any buildings of the Corporation will be sold, transferred, disposed of, leased or encumbered without the consent of the Board of Directors by resolution approving such disposal, lease or encumbrances after consent by the Shareholder of the Corporation in writing first obtained except that no such consent of the Board of Directors or the Shareholder shall be required for (i) cash contributions to charity within the amount, if any, approved for such contributions in the Corporation’s annual budget, (ii) sales of coal in the ordinary course of business and (iii) sales and other dispositions for value of other personal property in the ordinary course of business where such other personal property has in any one transaction or series of related transactions an aggregate market value of not more than $50,000.

/s/ Dennis R. Hatfield	/s/ Fletcher A. Cooke
Dennis R. Hatfield	Fletcher A. Cooke
/s/ Paul S. Barbery
Paul S. Barbery

15

DOUGLAS POCAHONTAS COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Douglas Pocahontas Coal Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled, before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Lloyd C. Adams	/s/Bennett K. Hatfield
Lloyd C. Adams	Bennett K. Hatfield
/s/ Roger L. Nicholson
Roger L. Nicholson

16

DOUGLAS POCAHONTAS COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Douglas Pocahontas Coal Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Lloyd C. Adams

Lloyd C. Adams

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Roger L. Nicholson

Roger L. Nicholson

17

EX-3.59

EXHIBIT 3.59

CERTIFICATE OF INCORPORATION

OF

DOE RUN INVESTMENT HOLDING CORPORATION

1. The name of the corporation is Doe Run Investment Holding Corporation

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of Common stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Dollar ($1.00), amounting in the aggregate to One Thousand Dollars ($1,000.00).

At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.

5. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
J. L. Austin	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
M. C. Kinnamon	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
P. J. Mesick	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

2

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 20th day of March, 1989.

/s/ J. L. Austin

J. L. Austin

/s/ M. C. Kinnamon

M. C. Kinnamon

/s/ P. J. Mesick

P. J. Mesick

3

CERTIFICATE OF AMENDMENT OF

CERTIFICATE Of INCORPORATION

Doe Run Investment Holding Corporation a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Doe Run Investment Holding Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “            1            ” so that, as amended, said Article shall be and read as follows:

The name of the corporation is DRIH Corporation.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Doe Run Investment Holding Corporation has caused this certificate to be signed by

Stanley C. Suboleski, its President, and Fletcher A. Cooke, its Secretary, this 8^th day of June, 1994 .

By	/s/ Stanley Suboleski
	President
ATTEST:    /s/ Fletcher A. Cooke
	Secretary

4

EX-3.60

EXHIBIT 3.60

BY-LAWS

OF

DOE RUN INVESTMENT HOLDING CORPORATION

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of Doe Run Investment Holding Corporation (the “Corporation”), in the State of Delaware shall be 1209 Orange Street, in the City of Wilmington, County of New Castle, and the resident agent in charge thereof shall be The Corporation Trust Company.

Section 1.2. Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by the laws of the State of Delaware, at such other place or places, either within or without the State of Delaware, as the Board of Directors of the Corporation may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

Section 2.1. Place of Meeting. Each meeting of the shareholders of the Corporation shall be held at such place as may be fixed or designated from time to time by the Board.

Section 2.2. Annual Meetings. The annual meeting of shareholders of the Corporation for the election of directors and for the transaction of such other business as may come before the meeting shall be held on the first Monday in May, beginning in 1990, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the Board.

Section 2.3. Special Meetings. A special meeting of the shareholders for any purpose or purposes, unless otherwise prescribed by law, may be called at any time by the President or by order of the Board or by a shareholder or shareholders holding of record a majority of all the shares of the stock of the Corporation then outstanding and entitled to vote thereat.

Section 2.4. Place of Meetings. The Board may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the Board. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.5. Notice of Meetings. Except as otherwise provided by law, notice of each meeting of the shareholders, whether annual or special, shall be given, not less than 10 days nor more than 60 days before the day on which the meeting is to be held, to each shareholder of record entitled to vote at such meeting by delivering a written or printed notice thereof to him personally, or by mailing such notice in a postage prepaid envelope addressed to him at his post office address as it appears on the records of the Corporation. Except where expressly required by law, no publication of any notice of a meeting of shareholders shall be required. Every such notice shall state the time and place of the meeting but need not state the purposes thereof except as otherwise by law or by the Certificate of Incorporation of the Corporation or by these By-laws expressly provided. Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall attend such meeting in person or by proxy, or who shall have waived notice thereof as provided in Article XII of these By-laws. Notice of any adjourned meeting of the shareholders shall not be required to be given., except when expressly required by law.

2

Section 2.6. Quorum. A majority of the outstanding shares of the stock of the Corporation entitled to vote, represented in person or by proxy at any meeting of the shareholders, shall constitute a quorum. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.7. Organization. At every meeting of the shareholders, the President, or in his absence, a chairman chosen by a majority vote of the shareholders present in person or by proxy and entitled to vote thereat, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary, shall act as Secretary at all meetings of the shareholders. In the absence of the Secretary and the Assistant Secretaries, the chairman may appoint any person present to act as secretary of the meeting.

Section 2.8. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose

3

of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date of any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date of such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.9. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.10. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

4

Section 2.11. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a, meeting of shareholders.

Section 2.12. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of

5

such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.13. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.14. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next Annual Meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation.

Section 3.3. Regular Meeting. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.

6

Section 3.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meetings, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

7

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

8

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the Corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

9

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the Corporation. The principal executive officer of the Corporation shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meeting of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the Corporation the other shall, in the absence or incapacity of the principal officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so

10

acting, shall have all the powers and be subject to all the restrictions upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceeding of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to^, the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or by the Board of Directors.

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in

11

general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by Directors, may sign with the President or a Vice President, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the Corporation, the by-laws or by the Board of Directors.

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

12

Section 5.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a vice President and by the Secretary or an Assistant Secretary and sealed with the Corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number

13

of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

Section 6.3. Lost Certificates. Any person claiming a certificate of shares, to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the Corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory as the Board of Directors may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

14

Section 6.4. Stock Transfer Books. The stock transfer books of the Corporation shall be kept in the principal office of the Corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Article of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

15

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this Corporation may be voted by the Chairman of the Board or the President of this Corporation.

DATED: March 29, 1989

16

DRIH CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of DRIH Corporation (the “Corporation”), and acting pursuant to Section 141(f) of the Delaware General Corporation Law in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Roger L. Nicholson

Roger L. Nicholson

17

EX-3.61

EXHIBIT 3.61

ARTICLES OF INCORPORATION

OF

STABILITY COAL MINING COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Stability Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 457, Whitesville, West Virginia 25209.

The full name and address of appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of the people who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

Mr. Jeffrey A. Wilson

P. O. Box 1951

Charleston, West Virginia 25327

Mr. H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

2

Mr. Douglas Korczyk

P. O. Box 299

Sidney, Kentucky 41564

VI. The full name and address of the incorporator is:

Fletcher A. Cooke, Esq.

P. O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 21st day of April, 1994.

/s/ Fletcher A. Cooke

                        Incorporator

Articles of Incorporation prepared by:

Fletcher A. Cooke, Esq.

P. O. Box 26765

Richmond, Virginia 23261

5

ARTICLES OF AMENDMENT OF INCORPORATION OF

STABILITY COAL MINING COMPANY

Stability Coal Mining Company, pursuant to authority granted to it to change its corporate name by West Virginia Code Section 31-1-106, adopts the following Articles of Amendment of Incorporation, FILED IN DUPLICATE:

1. The name of the corporation is Stability Coal Mining Company.

2. The adopted Amendment of Incorporation changes the name of the corporation to Duchess Coal Company.

3. The shareholder adopted the Amendment on November 2, 1994.

4. 100 shares of stock of the Corporation are issued and outstanding.

5. All 100 shares were voted for the Amendment.

THE UNDERSIGNED, for the purpose of adopting Articles of Amendment of Incorporation under the laws of the State of West Virginia, do make and file these Articles of Amendment of Incorporation, and we have accordingly hereto set out hands this 2^nd day of November, 1994.

/s/ Danny C. Cox

Danny C. Cox, President

/s/ Fletcher A. Cooke

Fletcher A. Cooke, Secretary

Articles of Amendment of Incorporation Prepared by:

Fletcher A. Cooke, Esq.

P.O. Box 26765

Richmond, Virginia 23261

6

EX-3.62

EXHIBIT 3.62

BY-LAWS

OF

STABILITY MINING COAL COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Whitesville. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:30 A.M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent, shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: April 22, 1994

15

DUCHESS COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Duchess Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ R. Freal Mize	/s/ Bennett K. Hatfield
R. Freal Mize	Bennett K. Hatfield
/s/ Danny C. Cox
Danny C. Cox

16

DUCHESS COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Duchess Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ R. Freal Mize

R. Freal Mize

/s/ Danny C. Cox

Danny C. Cox

17

EX-3.63

EXHIBIT 3.63

ARTICLES OF INCORPORATION

OF

PENNSYLVANIA MINE SERVICES, INC.

In compliance with the requirements of section 294 of the Business Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. § 1204) the undersigned, desiring to be incorporated as a business corporation hereby certifies that:

1. The name of the Corporation is Pennsylvania Mine Services, Inc.

2. The Corporation is incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania for the purpose of transacting any and all lawful business for which corporations may be incorporated thereunder, including, without limitation, the purchase, sale, import and export of cannel, bituminous, and other coal, in the Commonwealth of Pennsylvania and elsewhere in the United States and in any foreign country.

3. The number of shares which the Corporation shall have authority to issue shall be 1,000 shares of the par value of $1.00 each.

4. The initial registered office shall be located at 900 Oliver Building, 535 Smithfield Street, Pittsburgh, Pennsylvania 15222. The incorporator shall be John H. Lawrence, Jr. whose business address is the same as the address of the initial registered office. One share of the Corporation is subscribed to by the Incorporator.

5. The term of the Corporation shall be perpetual.

6. The shareholders shall not have the right to cumulate their votes in the election of Directors of the Corporation.

IN TESTIMONY WHEREOF, the incorporator has signed these Articles of Incorporation this 24^th day of March, 1982.

/s/ John H. Lawrence, Jr.

Incorporator

ARTICLES OF AMENDMENT — DOMESTIC BUSINESS CORPORATION

In compliance with the requirements of 15 Pa. C.S. § 1915 (relating to articles of amendment) the undersigned business corporation, desiring to amend its Articles, hereby states that:

1. The name of the corporation is Pennsylvania Mine Services, Inc.

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

Number and Street	City	State	Zip	County
900 Oliver Bldg. 535 Smithfield St.	Pittsburgh	PA	15222	Allegheny

3. The statute by or under which it was incorporated is: Section 294 of the Business Corporation Law, Act of May 5, 1933 (P.L. 364) (15 P.S. § 1204).

4. The date of its incorporation is: March 26, 1982.

5. The amendment shall be effective on December 21, 1998 (date) at              (hour).

6. The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7. The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

8. (Check if the amendment restates the Articles): unchecked

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof the          day of             , 19    .

PENNSYLVANIA MINE SERVICES, INC.
By:	/s/ Larry E. Palmer
Title:	Asst. Sec.

Exhibit — A

PENNSYLVANIA MINE SERVICES, INC.

CONSENT OF BOARD OF DIRECTORS

DECEMBER 17, 1998

The undersigned, being all the Directors of Pennsylvania Mine Services, inc. (the “Corporation”) and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated, hereby agree to the adoption of the following resolutions as of the above date;

WHEREAS, the Corporation wishes to change its name to Duncan Fork Coal Company.

BE IT RESOLVED, that the Board of Directors of the Corporation hereby approves the change of its corporate name to Duncan Fork Coal Company; and

RESOLVED FURTHER, that the Board of Directors of the Corporation hereby approves an Amendment to the Articles of Incorporation of the Corporation changing the Line 010 to read Duncan Fork Coal Company; and

RESOLVED FURTHER, that the Corporation hereby authorizes and directs its officers to execute and file the appropriate documents with the Secretary of the Commonwealth of Pennsylvania to effect this change.

EX-3.64

EXHIBIT 3.64

BY-LAWS

OF

PENNSYLVANIA MINE SERVICES, INC.

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1.1. Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Pennsylvania, as from time to time may be fixed by the Board of Directors.

Section 1.2. Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year beginning in 1983, at 11:30 A.M. on the last Wednesday in May, if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.

Section 1.3. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Vice-Chairman of the Board or the President, by a majority of the Board of Directors, or by shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

Section 1.4. Telephone Meetings. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment means of which all persons participating in the meeting can hear each other.

Section 1.5. Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than fifty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears in the stock transfer books of the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

Section 1.6. Quorum. Any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend.

Section 1.7. Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than fifty days prior to such meeting, fixed by the Board of Directors, for the purpose of determining shareholders entitled to vote, as

2

the date on which the stock transfer books of the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney in fact.

Section 1.8. Inspectors. An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors constituting the Board of Directors shall be four.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected at each annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

3

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

Section 2.4. Meetings of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Pennsylvania and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the Vice-Chairman of the Board, the President or any one of the Directors. The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

4

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Eligibility for Service as a Director. No person who shall have attained the age of 70 years shall be eligible for election as a Director of the Corporation. Any person elected a Director prior to age 70 shall retire from the Board upon attaining that age, provided that any person serving as a Director on the date of the adoption of this By-law shall be entitled to serve out his term regardless of age.

ARTICLE III

COMMITTEES

Section 3.1. Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect an Executive Committee which shall consist of not less than two Directors, including the President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these By-laws, provided that the Executive Committee shall not have power to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

Section 3.2. Finance Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect a Finance Committee

5

which shall consist of not less than two Directors. The Finance Committee shall consider and report to the Board with respect to plans for corporate expansion, capital structure and long-range financial requirements. The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Corporation as may be requested by the Board or the appropriate officers of the Corporation. The Committee shall report periodically to the Board of Directors on all action which it may have taken.

Section 3.3. Other Committees. The Board of Directors, by resolution duly adopted, may establish such other standing or special committees of the Board as it may deem advisable, consisting of not less than two Directors; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

Section 3.4. Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

Section 3.5. Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 3.6. Term of Office. Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

Section 3.7. Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

6

Section 3.8. Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

Section 4.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

7

Section 4.4. Duties of the President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management and direction of the business and operations of the Corporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a Director, and, except as otherwise provided in these By-laws or in the resolutions establishing such committees, he shall be ex officio a member of all Committees of the Board. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4.5. Duties of the Vice Presidents. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

8

Section 4.6. Duties of the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Finance Committee or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

Section 4.7. Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these By-laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall

9

have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

Section 4.8. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

Section 5.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

10

Section 5.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

Section 5.4. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

11

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 6.2. Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

Section 6.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 6.4. Amendment of By-laws. Unless proscribed by the Articles of Incorporation, these By-laws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these By-laws. The stockholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any By-laws and to enact By-laws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

Section 6.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, if any, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held

12

by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Section 6.6. Financial Statements. The board of directors shall cause to be sent to the shareholders, within one hundred twenty days after the close of the Corporation’s fiscal year, financial statements which shall include a balance sheet as of the close of such year, together with statements of income and surplus for such year, prepared so as to present fairly the Corporation’s financial condition and the results of its operations. Such financial statements need not have been examined by an independent certified public accountant nor be accompanied by an opinion of such accountant.

Section 6.7. Indemnification.

(a) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another

13

corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in the manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner he 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 his conduct was unlawful.

(b) Notwithstanding the provisions of paragraph (a) of this Section 6.7, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(c) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) of this Section 6.7, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

14

(d) Any indemnification under paragraphs (a) and (b) of this Section 6.7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such paragraphs (a) and (b). Such determination shall be made (i) by the Corporation’s Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or even if obtainable, and a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

(e) Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid (but shall not hereby be required to be paid) by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in paragraph (d) of this Section 6.7, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(f) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in paragraph (a) of this Section 6.7 who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or

15

proceeding, whether civil, criminal, administrative, arbitrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph (a). The provisions of paragraphs (b) through (e) of this Section 6.7 shall be applicable to any indemnification provided hereafter pursuant to this paragraph (f).

(g) The Corporation may purchase and maintain insurance to indemnify against the whole or any portion of the liability assumed by it in accordance with this section and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.

(h) Every reference herein to director, officer, employee or agent shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this section.

16

ARTICLE VII

EMERGENCY BY-LAWS

The Emergency By-laws provided in this Article VII shall be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding Articles of these By-laws or in the Articles of Incorporation of the Corporation or in the Business Corporation Law of Commonwealth of Pennsylvania (other than those provisions relating to emergency by-laws). To the extent not inconsistent with these Emergency By-laws, the By-laws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency By-laws shall cease to be operative unless and until another such emergency shall occur.

During any such emergency:

(a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other person referred to in (b) below.

(b) At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of directors fixed at the time by Article II of the By-laws. If the Directors present at any particular meeting shall be fewer than the number required for such

17

quorum, other persons present as referred to below, to the number necessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority:

(i) Vice Presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii) All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(iii) Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c) The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do.

No officer, Director or employee acting in accordance with these Emergency By-laws shall be liable except for willful misconduct.

18

These Emergency By-laws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency By-laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

DATED: April 2, 1982

19

PENNSYLVANIA MINE SERVICES, INC.

UNANIMOUS CONSENT OF STOCKHOLDER IN LIEU OF ANNUAL MEETING

MAY 30, 1984

The undersigned, being the sole holder of all the outstanding capital stock of Pennsylvania Mine Services, Inc. (the Corporation), and acting pursuant to Section 402(7) of the Business Corporation Law of the Commonwealth of Pennsylvania, hereby adopts the following resolutions as of the above date:

RESOLVED, that ARTICLE II, SECTION 2.2 of the By-Laws of the Corporation, entitled NUMBER OF DIRECTORS, be changed to read

“The number of Directors constituting the Board of Directors shall be three.”

instead of four; and

RESOLVED FURTHER, that the actions of the Board of Directors of the Corporation as recorded in the minutes of its meetings held since the last Annual Meeting of the Stockholder be and they hereby are approved; and

RESOLVED FURTHER, that the following persons are elected to the Board of Directors of the Corporation, to serve until their successors are chosen, viz: Messrs. R. Freal Mize, George L. Pizoli, and Wm. Blair Massey.

A. T. MASSEY COAL COMPANY, INC.
By:	/s/ E. Morgan Massey
	E. Morgan Massey, President

20

PENNSYLVANIA MINE SERVICES, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Pennsylvania Mine Services, Inc. (the Corporation), and acting pursuant to Section 402(7) of the Pennsylvania Business Corporation Law, does hereby adopt the following resolution as of the above date:

RESOLVED, that the By-Laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ George L. Pizoli

George L. Pizoli

/s/ R. Freal Mize

R. Freal Mize

/s/ Wm. Blair Massey

Wm. Blair Massey

21

DUNCAN FORK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Duncan Fork Coal Company (the “Corporation”), and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Stephen Hatfield

Stephen Hatfield

/s/ H. Drexel Short

H. Drexel Short

/s/ Danny C. Cox

Danny C. Cox

22

EX-3.65

EXHIBIT 3.65

ARTICLES OF INCORPORATION

OF

EAGLE ENERGY, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Eagle Energy, Inc.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at P.O. Box 850, Charleston, West Virginia 25322.

The full name and address of the appointed person to whom notice of process may be sent is Roger L. Nicholson, P.O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P.O. Box 1951

Charleston, West Virginia 25327

Bennett K. Hatfield

P.O. Box 26765

Richmond, Virginia 23261

2

David C. Hughart

P.O. Box 1951

Charleton, West Virginia 25327

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 12th day of July, 1996.

/s/     Roger L. Nicholson

          Incorporator

Articles of Incorporation prepared by:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

5

EX-3.66

EXHIBIT 3.66

BY-LAWS

OF

EAGLE ENERGY, INC.

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Charleston. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:15 A.M., local time, beginning in 1997, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the

Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

7

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

8

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the

9

principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the

10

corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the bylaws or by the Board of Directors.

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by

11

the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no, evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types; tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

12

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust, companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his

13

attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

14

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

15

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: July 15, 1996

16

EAGLE ENERGY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Eagle Energy, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Lloyd C. Adams

Lloyd C. Adams

17

EX-3.67

EXHIBIT 3.67

ARTICLES OF INCORPORATION

OF

ELK RUN COAL COMPANY, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of ELK RUN COAL COMPANY, INC.

II. The address of the principal office of the corporation is P. O. Box 338, Town of Madison, County of Boone, West Virginia 25130.

III. The purpose or purposes for which the corporation is formed are to acquire, purchase, lease, option, own, sell, mortgage and deal in coal lands, supposed coal lands and mineral estates in the Continental United States; to prospect for and mine or produce coal, mineral products and gas and oil in the Continental United States; to buy, sell, produce, process, handle and deal in the marketing of coals, minerals and products of coal or minerals of all kinds and generally to do all acts necessary, incident or related to the foregoing purposes.

IV. Shareholders shall have full preemptive rights to acquire (1) any unissued or treasury shares, whether already authorized or hereafter authorized, of any or all classes, (2) any warrants, rights or options to purchase such shares, and (3) any securities or obligations convertible into such shares or into warrants, rights or options to purchase any such shares.

V. Provisions for the regulation of the internal affairs of the corporation are:

1. The Board of Directors may, from time to time, declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law. To the extent permitted by law and cash is available, the Board of Directors shall declare and the corporation shall pay during each calendar year beginning in 1981 cash dividends in an aggregate amount at least as great as 50% of Net Cash Flow for the preceding calendar year, unless otherwise voted unanimously by all members of the Board of Directors. The term “Net Cash Flow” shall mean the net profits and losses of the corporation after taxes for the calendar year adjusted for:

(a) the addition of (i) all non-cash charges including, but not limited to depreciation, amortization, depletion and other reserves, (ii) proceeds of insurance except those received and used, or to be used for restoration of the insured property as approved unanimously by the Board of Directors, in the event of damage or destruction thereof, and (iii) proceeds of loans, mortgages, or other borrowings and any sales of capital assets; and

(b) the subtraction of (i) principal payments on the corporation’s indebtedness, (ii) reasonable net working capital requirements, and (iii) forecasted capital expenditure requirements as set forth in the corporation’s mining plans and budgets.

2. The Board of Directors of the corporation may, from time to time, in its discretion, declare and the corporation may pay cash dividends from any reserves for mineral depletion maintained by the corporation. Such dividends must be identified

2

as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

3(a). The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (including an action or proceeding by or in the right of the corporation to procure judgment in its favor) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) judgments, fines, taxes and penalties and interest thereon, and amounts paid in settlement actually and reasonably incurred by him in connection with such action or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. The termination of any action 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 the person did not act in good faith and in a manner he 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 his conduct was unlawful.

(b) Notwithstanding the provisions of paragraph (a) of this Section, no indemnification shall be made in an action or suit by or in the right of the corporation

3

to procure judgment in its favor in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court in which such action or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) To the extent that any such person has been successful on the merits or otherwise in defense of any action or proceeding referred to in paragraphs (a) or (b) of this Section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) of this Section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such paragraphs (a) and (b). Such determination shall be made (i) by the corporation’s Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action or proceeding; or (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

4

(e) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action or proceeding shall be paid by the corporation in advance of final disposition of such action or proceeding as authorized in the manner provided in paragraph (d) of this Section, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Section.

(f) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the corporation to indemnify or contract in advance to indemnify any person not specified in paragraph (a) who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph (a). The provisions of paragraphs (b) through (e) of this Section shall be applicable to any indemnification provided hereafter pursuant to this paragraph (f).

(g) The corporation shall have power to purchase and maintain insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Section.

5

(h) Every reference in this Section to director, officer, employee or agent shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the corporation or others, with respect to claims, issues or matters in relation to which the corporation would not have the power to indemnify such person under the provisions of this Section.

4. Each person who shall have been a holder of record of shares of the corporation’s capital stock for at least six months preceding his demand or who shall be the holder of record of at least five percent of the outstanding shares of capital stock of the corporation, upon written demand stating the purpose thereof, shall have the right to examine in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the corporation’s books, records, accounts, minutes, correspondence and memoranda and to make copies thereof at his expense.

5. The affirmative vote of the holders of a majority of the shares of both the Class A Common Stock and the Class B Common Stock, voting as separate classes, shall be required:

(a) To amend these Articles of Incorporation;

(b) To alter, amend or repeal the bylaws of the corporation or to adopt new bylaws;

6

(c) To approve a plan of merger or consolidation;

(d) To authorize the sale, lease, exchange or other disposition of all or substantially all the property and assets of the corporation;

(e) To adopt a resolution to voluntarily dissolve the corporation or to revoke voluntary dissolution proceedings of the corporation;

(f) To authorize the issuance of authorized but unissued shares of capital stock; and

(g) To make loans to other aggregating in excess of $300,000 outstanding at any time.

VI. Capital Stock:

1. The amount of total authorized capital stock of the corporation shall be Twenty-five Thousand dollars ($25,000.00), which shall be divided into two thousand five hundred (2,500) shares of the par value of Ten Dollars ($10.00) each. Said shares shall be classified so that two thousand (2,000) shares shall be Class A Common Stock and five hundred (500) shares shall be Class B Common Stock.

2. The Class A Common Stock and the Class B Common Stock shall be entitled in all respects equal rights and privileges, except as provided in Section 5 of Article V and except as to the election of Directors. The holders of the Class A Common Stock voting as separate classes shall have the sole and exclusive right to elect three Directors of the corporation ; and the holders of the Class B Common Stock voting as a separate class shall have the sole and exclusive right to elect two Directors of the corporation.

VII. The existence of this corporation is to be perpetual.

7

IX. No person to whom notice of process may be sent has been designated.

X. The number of Directors constituting the initial Board of Directors of the corporation is five, and the names and addresses of the persons who shall serve as Directors until the first annual meeting of shareholders and until their successors are elected are as follows:

Name	Address
William A. McMinn	2000 Market Street Philadelphia, PA 19103
Raymond G. Mateer	2000 Market Street Philadelphia, PA 19103
E. Morgan Massey	4 North 4th Street Richmond, VA 23219
Paul S. Barbery	4 North 4th Street Richmond, VA 23219
William D. Blackburn, Jr.	31 Robin Place Beckley, WV 25801

I, THE UNDERSIGNED, for the purposes of forming a corporation under the laws of the State of West Virginia, do make and file these Articles of Incorporation, and I have accordingly hereto set my hand this 1^st day of September, 1978.

/s/ Charles Q. Gage

Charles Q. Gage

8

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

ELK RUN COAL COMPANY, INC.

Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is ELK RUN COAL COMPANY, INC.

SECOND: The following Resolutions Amending the Articles of Incorporation were adopted by the sole shareholder of the corporation on the 16^th day of December, 1978, in the manner prescribed by Section 107, Article 1, Chapter 31, of the Code of West Virginia:

RESOLVED, that Article III of the Articles of Incorporation of ELK RUN COAL COMPANY, INC. be, and it hereby is, amended in its entirety to read as follows:

“III. The purpose or purposes for which this Corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or minerals estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals and mineral products and generally to buy, sell, handle, and deal in the market in coal of all kinds; to purchase, acquire and contract for machinery, buildings, vehicles and equipment for mining and marketing coal; to construct and operate railways and tramways for mining and moving coal; and to provide managerial and engineering services in regard to the mining and processing of coal to coal mine operators.

9

2. To have and exercise all the powers now or hereafter conferred by the laws of West Virginia upon corporations organized pursuant to the laws thereof and any amendments and supplements thereto.”

FURTHER RESOLVED, that Article IV of said Articles of Incorporation be, and it hereby is, amended in its entirety to read as follows:

“IV. No shareholder or other person shall have any preemptive right whatsoever.”

FURTHER RESOLVED, that Article V of said Articles of Incorporation be, and it hereby is, amended in its entirety to read as follows:

“V. Provisions for the regulation of the internal affairs of the Corporation are: None.”

FURTHER RESOLVED, that Article VI of said Articles of Incorporation be, and it hereby is, amended in its entirety to read as follows:

“VI. The amount of the total authorized capital stock of said Corporation shall be Five Thousand Dollars ($5,000.00), which shall be divided into five thousand (5,000) shares of the par value of One Dollar ($1.00) each.”

THIRD: The number of shares of the Corporation outstanding at the time of such adoption was two; and the number of shares entitled to vote thereon was two.

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

CLASS	NUMBER OF SHARES
A	1
B	1

10

FIFTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

CLASS	NUMBER OF SHARES VOTED
	FOR	AGAINST
A	-1-	-0-
B	-1-	-0-

SIXTH: Pursuant to Section 73, Article 1, Chapter 31 of the Code of West Virginia, 1931, as amended, it is disclosed that all actions required to be taken by the shareholders or directors of this Corporation to authorize the amendment were taken by unanimous written agreement in lieu of a meeting.

SEVENTH: The manner in which any exchange, reclassification or cancellation of issued shares provided for in the amendment shall be effected is as follows:

Upon the issuance by the Secretary of the State of West Virginia of the Certificate of Amendment to the Articles of Incorporation of this Corporation, holders of the common capital shares of the Corporation shall surrender the certificates representing their shares, and, irrespective of the class of shares so represented , a new certificate shall be issued representing ten unclassified common capital shares of the par value of one dollar each for each share surrendered.

EIGHTH: The manner in which such amendment effects a change in the amount of stated capital as changed by such amendment, are as follows:

The stated capital of the Corporation shall be decreased from Twenty-five Thousand Dollars ($25,000.00), divided into two thousand five hundred (2,500) shares of the par value of Ten Dollars ($10.00) each to Five Thousand Dollars ($5,000.00), divided into five thousand (5,000) shares of One Dollar ($1.00) each.

11

Dated: December 16, 1978.

ELK RUN COAL COMPANY, INC
By:	/s/ William D. Blackburn
Its	President
By:	/s/William Blair Massey
Its:	Secretary

12

EX-3.68

EXHIBIT 3.68

BY-LAWS

OF

ELK RUN COAL COMPANY, INC.

ARTICLE I

VOTE OF STOCKHOLDER

Section 1.1. Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

Section 1.2. Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be three.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May (beginning in 1979 at 11:55 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for their attendance at all meetings but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

3

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanies by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

5

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

Section 5.3. Checks, Notes And Drafts. Checks, notes, drafts and other orders for the payment or money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a Stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in

6

the premises. In lieu of such appointment, the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated: December 15, 1978

7

ELK RUN COAL COMPANY, INC.

CONSENT OF STOCKHOLDER IN LIEU OF SPECIAL MEETING

MAY 1, 1986

The undersigned, being the sole holder of all the outstanding capital stock of Elk Run Coal Company, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agrees to the adoption of the following resolutions as of the above date:

RESOLVED, that Article II, Section 2.2 of the By-laws of the Corporation be changed to read:

“2.2 Number of Directors. The number of Directors of the Corporation shall be three or more.”

AND RESOLVED FURTHER, that John C. Hill is hereby elected an additional Director of the Corporation, to serve until the next Annual Meeting of the Stockholder and until his successor is elected.

A. T. MASSEY COAL COMPANY, INC.
By:	/s/ E. Morgan Massey
	E. Morgan Massey, President

8

ELK RUN COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Elk Run Coal Company, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ Drexel Short

Drexel Short

/s/ Wm. Blair Massey

Wm. Blair Massey

/s/ Paul S. Barbery

Paul S. Barbery

/s/ W. Douglas Blackburn, Jr.

W. Douglas Blackburn, Jr.

9

ELK RUN COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Elk Run Coal Company, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ James D. Slater	/s/ Bennett K. Hatfield
James D. Slater	Bennett K. Hatfield
/s/ H. Drexel Short
H. Drexel Short

10

ELK RUN COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Elk Run Coal Company, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Johnny Robertson

Johnny Robertson

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

11

EX-3.69

EXHIBIT 3.69

ARTICLES OF INCORPORATION

OF

FEATS VENTURE CAPITAL CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be Feats Venture Capital Corp.

II. The address of the principal office of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

The address of the principal place of business of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions fur the regulation of the internal affairs of the Corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amount paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to be Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board number, or officer of the Corporation may otherwise be entitled by law.

2

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, VA 23261
Hiram Mahon	P. O. Box 722
	Matewan, WV 25678
Bennett K. Hatfield	P. O. Box 26765
	Richmond, VA 23261

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 12^th day of December, 1996.

/s/ Roger L. Nicholson

            Incorporator

3

EX-3.70

EXHIBIT 3.70

BY-LAWS

OF

FEATS VENTURE CAPITAL CORP.

ARTICLE I

VOTE OF STOCKHOLDER

Section 1.1. Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

Section 1.2. Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be one or more.

Section 2.3. Election and Removal of Directors; Quorum. (section restated August 26, 1996)

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2

Section 2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 3:05 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

3

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Term. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their

4

successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 3.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

Section 5.2. Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the

6

vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

7

FEATS VENTURE CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Feats Venture Capital Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Hiram Mahon

Hiram Mahon

8

EX-3.71

EXHIBIT 3.71

ARTICLES OF INCORPORATION

OF

FOOTHILLS COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Foothills Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. Box 11481, Charleston, West Virginia 25339.

The full name and address of the appointed person to whom notice of process may be sent is John M. Poma, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or unlit their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

John Christopher Adkins

P. O. Box 11481

Charleston, West Virginia 25339

VI. The full name and address of the incorporator is:

Danny C. Cox

Suite 400

300 Kanawha Blvd., East

Charleston, West Virginia 25301

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1.000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 12th day of December, 1997.

/s/ Danny C. Cox

Incorporator

Prepared by:

John M. Poma, Esq.

P.O. Box 26765

Richmond, Virginia 23261

EX-3.72

EXHIBIT 3.72

BY-LAWS

OF

FOOTHILLS COAL COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Charleson. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Friday in the month of May, in each year, at the hour of 1:00 P. M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on -which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(i) the shareholder may fill the vacancy;

(ii) the board of directors may fill the vacancy; or

(iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

7

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent, by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers

8

shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 4.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage

9

stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

10

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

11

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

12

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

13

FOOTHILLS COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Foothills Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    H. Drexel Short        

H. Drexel Short

/s/    John Christopher Adkins        

John Christopher Adkins

EX-3.73

EXHIBIT 3.73

ARTICLES OF INCORPORATION

OF

GOALS COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Goals Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

1

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 309, Naoma, West Virginia 25140.

The full name and address of the appointed person to whom notice of process may be sent is Stephen Hatfield, P.O. Bx. 309, Naoma, WV 25140.

2

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of said person who shall serve as the initial Director until the first annual meeting of shareholders or until his successor is elected and shall be qualified is:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VI. The full name and address of the incorporator is:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 7th day of October, 1994.

/s/ Fletcher A. Cooke

Incorporator

Articles of Incorporation prepared by:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

5

EX-3.74

EXHIBIT 3.74

BY-LAWS

OF

GOALS COAL COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Naoma. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 2:15 P.M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of

2

closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally

3

noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the president or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or

6

convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, of in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder, (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, is form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: October 11, 1994

15

GOALS COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Goals Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Joseph G. Evans	/s/ John Christopher Adkins
Joseph G. Evans	John Christopher Adkins
H. Drexel Short
H. Drexel Short

16

GOALS COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Goals Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Cary Harwood

Cary Harwood

/s/ H. Drexel Short

H. Drexel Short

/s/ Michael A. Milam

Michael A. Milam

17

EX-3.75

EXHIBIT 3.75

ARTICLES OF INCORPORATION

OF

GREEN VALLEY COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Green Valley Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P.O. Box 190, Leivasy, West Virginia 26676-9998.

The full name and address of the appointed person to whom notice of process may be sent is Fletcher A. Cooke, P.O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P.O. Box 1951

Charleston, West Virginia 25327

O. Eugene Kitts

P.O. Box 1951

Charleston, West Virginia 25327

Jeffrey A. Wilson

P.O. Box 1951

Charleston, West Virginia 25327

VI. The full name and address of the incorporator is:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any preemptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1.A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeals thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 2^nd day of January 1996.

/s/ Fletcher A. Cooke

Incorporator

EX-3.76

EXHIBIT 3.76

BY-LAWS

OF

GREEN VALLEY COAL COMPANY

ARTICLE I

OFFICES

The principal offices of the Corporation shall be located in the City of Leivasy. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 8:45 A.M., local time, beginning in 1996, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such

2

meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 2.7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any

3

business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the provisions of Section 2.12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 2.11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 2.12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

5

Section 3.2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not

6

lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 3.6. Quorum. A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 3.9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 3.10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

7

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 4.2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

8

Section 4.3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

9

Section 4.6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 4.7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

10

Section 4.8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

11

Section 4.10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

12

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

13

Section 6.3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 6.4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

14

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII

VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: January 3, 1996

15

GREEN VALLEY COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Green Valley Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 3.9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ David C. Hughart	/s/ Bennett K. Hatfield
David C. Hughart	Bennett K. Hatfield
/s/ H. Drexel Short
H. Drexel Short

16

GREEN VALLEY COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Green Valley Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Dave Hughart

Dave Hughart

/s/ Bennett K. Hatfield

Bennett K. Hatfield

17

EX-3.77

EXHIBIT 3.77

ARTICLES OF INCORPORATION

OF

GREYEAGLE COAL COMPANY

The undersigned Incorporator has executed these Articles of Incorporation for the purpose of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions:

ARTICLE I

The name of the Corporation is Greyeagle Coal Company.

ARTICLE II

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10.00 each.

ARTICLE III

The address of the initial registered office of the Corporation shall be 990 Central Avenue, South Williamson, Kentucky 41503, and its initial registered agent at such address shall be Gregory A. Blackburn, Esq.

ARTICLE IV

(1) The Corporation shall indemnify any person who 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 (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise,

against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner which he 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 his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to 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 he is or was a director, officer, employee or agent 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that 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 circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsection (1) or (2) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsection (1) or (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) By the shareholders.

(5) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding as authorized in the manner provided in subsection (4) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(8) For the purpose of this section, reference to “the Corporation” includes all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

(9) The Corporation eliminates or limits the personal liability of a director to the Corporation or its shareholders for monetary damages for breach of his duties as a director, except the liability of a director:

(a) For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

(c) For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or

(d) For any transaction from which the director derived an improper personal benefit.

The above shall not eliminate or limit the liability of any director for any act or omission occurring prior to the effective date of these Articles of Incorporation. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS 271B.8-300.

ARTICLE V

The mailing address of the principal office of the corporation is Post Office Box 1717, Inez, Kentucky 41224.

ARTICLE VI

The name and address of the Incorporator is: Gregory A. Blackburn, 990 Central Avenue, South Williamson, Kentucky 41503.

Signed by the Incorporator this 4^th day of November, 1999.

/s/    Gregory A. Blackburn

(Gregory A. Blackburn)

EX-3.78

EXHIBIT 3.78

BY-LAWS

OF

GREYEAGLE COAL COMPANY

ARTICLE I

VOTE OF STOCKHOLDER

Section 1.1. Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder of a consent in writing setting forth the action so taken.

Section 1.2. Consent in lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May, if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

Section 2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

Section 2.2. Number of Directors. The number of Directors of the Corporation shall be one or more.

Section 2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

Section 2.4. Meetings of Directors.

(a) Meeting of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 11:15 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegram or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

Section 2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

Section 2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committee of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

Section 2.7. Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III

OFFICERS

Section 3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 3.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

Section 3.4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

Section 4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

Section 4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” the state of incorporation, and the name of the Corporation.

Section 5.2. Fiscal Year. The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile.

Section 5.4. Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new By-Laws, subject to repeal or change by action of the Stockholder.

Section 5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of the Corporation to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its

6

corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated: November 5, 1999

7

GREYEAGLE COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Greyeagle Coal Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Michael D. Bauersachs

Michael D. Bauersachs

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Roger L. Nicholson

Roger L. Nicholson

8

EX-3.79

EXHIBIT 3.79

ARTICLES OF INCORPORATION

OF

HADEN FARMS, INC.

We hereby associate ourselves to form a stock corporation under the provisions of Chapter 9, Title 13.1, of the Code of Virginia, for 1950, as amended, and to that end set forth the following:

(a) The name of the corporation shall be Haden Farms, Inc.

(b) The powers of this corporation shall be the general powers of similar corporations as defined in Title 13.1, Sec. 627 of the Code of Virginia for 1950, as amended.

(c) The aggregate number of shares of stock which the corporation shall have authority to issue are as follows:

Class	Number of Shares	Par Value Per Share
Common	5,000	No par value

(d) The initial registered office of the corporation shall be P.O. Box 13366, Sixth Floor, Boxley Building, 416 S. Jefferson Street, Roanoke, Virginia 24033, in the City of Roanoke, Virginia.

The name of the initial registered agent of the corporation at such address is Claude D. Carter, who is a resident of the State of Virginia, who is more than 18 years of age, and a member of the Virginia State Bar.

The incorporator has signed the Articles of Incorporation this 28^th day of March, 1988.

/s/ Claude D. Carter

Claude D. Carter, Incorporator

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

March 31, 1988

CERTIFICATE OF INCORPORATION

The State Corporation Commission has found the accompanying articles submitted on behalf of

HADEN FARMS, INC.

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ordered that this

CERTIFICATE OF INCORPORATION

be issued, and admitted to record with the articles in this office of the Commission, effective March 31, 1988.

This order and its accompanying articles will be forwarded for filing in the office of the Clerk of the Circuit Court of City of Roanoke following admission to the records of the Commission.

STATE CORPORATION COMMISSION
By	/s/ Elizabeth B. Lacy
	Commissioner

Court Number: 217

EX-3.80

EXHIBIT 3.80

BY-LAWS

OF

HADEN FARMS, INC.

ARTICLE I

OFFICES

The principal office of the corporation shall be at the corporation’s main place of business activity in Roanoke, Virginia. The registered office in Roanoke, Virginia, required by the Virginia Stock Corporation Act, may be, but need not be, identical with the principal office. Other offices within or without the State of Virginia may be established by the Board of Directors from time to time.

ARTICLE II

STOCKHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the stockholders shall be held at 10 a.m. on the 1st Friday in April of each year. If the day fixed is a legal holiday in Virginia, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 2.2. Special Meeting. Special meetings of the stockholders may be called by the President, Board of Directors, or at the call of stockholders holding not less than one-tenth (1/10) of all shares entitled to vote at the meeting.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Virginia as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of meeting shall be the registered office of the corporation in Virginia.

Section 2.4. Notice of Meeting. Written notice of all stockholders’ meetings stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which it is called, shall be given, either personally or by mail, to each stockholder of record entitled to vote at each such meeting by the Secretary, or in the case of a special meeting, by a person, or the Secretary at the direction of a person, entitled to call the meeting, not less than ten (10) or more than fifty (50) days before the date of the meeting, such express provision shall govern and control; and except that notice of any meeting to act on an amendment of the Articles of Incorporation or any plan of merger or consolidation shall be given not less than twenty-five (25) days nor more than fifty (50) days before the date of the meeting, and then such notice shall be accompanied by a copy of the proposed Articles of Amendment or plan of merger or consolidation. If mailed, such notice shall be deemed to be given when deposited in the United States Mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 2.5. Closing of Transfer Books and Fixing Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. In lieu of closing the stock transfer books, the Board of

2

Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty (50) days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided for in this section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting List. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, with the address and number of shares held by each. Such list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of the stockholders.

3

If the requirements of this section have not been substantially complied with, the meeting shall, on demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 2.7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the meeting of stockholders. If less than a majority thereof are represented at the meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority represented and entitled to vote on the subject shall be the act of the stockholders, unless the vote of a greater number is required by law, in which case such express provision shall govern or control, and except in the elections of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority.

Section 2.8. Proxies. At all meetings of the stockholders, a stockholder entitled to vote may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy. No authorization of an attorney-in-fact to execute a proxy shall be valid after ten (10) years from its date, but such proxies may be accepted as valid in the absence of notice to the contrary.

Section 2.9. Voting of Shares. Each outstanding share of common stock shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation and except as the Articles of Incorporation may confer on the holders of shares of any particular class or series the right to more than one (1) vote per share, either generally or on particular matters.

4

Section 2.10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. A proxy apparently executed in the name of another corporation shall be presumed to be valid until challenged and the burden of proving invalidity shall rest on the challenger.

Shares standing in the name of a partnership may be voted by any partner. A proxy executed in the partnership name shall be presumed to be valid until challenged and the burden of proving invalidity shall rest on the challenger.

Shares held by two (2) or more persons as joint tenants or tenants in common or tenants by the entirety may be voted in person or by proxy by any of such persons. If more than one (1) of such tenants shall vote such shares, the vote shall be divided among them in proportion to the number of such tenants voting in person or by proxy.

Shares held by an administrator, executor, guardian, committee, or curator may be voted by him either in person or by proxy as provided in this section without a transfer of such share into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, as provided in this section, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver or a trustee in proceeding under any bankruptcy act may be voted by him. Shares held by or under the control of a receiver or a trustee in proceedings under a bankruptcy act may be voted by him without the transfer thereof into his name if authority to do so be contained in an order of the court by which he was appointed.

5

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

Section 2.11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders or any other action which may be taken at a meeting of the stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Action taken under this section is effective as of the date specified therein provided the consent states the date of execution by each shareholder.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 3.2. Number, Tenure and Qualifications. The number of directors shall consist of at least one (1). The Board of Directors shall be elected for term or terms of one (1) year unless re-elected sooner at any annual meeting of the stockholders or any adjournment thereof or, if any election^, shall not be held at any such annual meeting, at a special meeting of the stockholders called by the Board of Directors to be held as soon thereafter as convenient. A director shall hold office for one (1) year and further until his successor shall have been elected

6

and qualified. Directors need not be residents of the State of Virginia or stockholders of the corporation. The initial number of directors shall be the number listed in the Articles of Incorporation. Thereafter, the number of directors, within the limits set forth herein, shall be determined from time to time by resolution of the Board of Directors.

Section 3.3. Election of Directors. The directors of the corporation shall be elected by the affirmative vote of the majority represented and entitled to vote if a quorum is present.

Section 3.4. Regular Meetings. A regular meeting of the Board of Directors shall be held, without other notice than this bylaw, at the same place as and immediately after the adjournment of the annual or other meeting of the stockholders electing the Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 3.5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Chairman of the Board, or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.6. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally to each director or mailed or telegraphed to each director at his business address by the Secretary at the direction, or by and at the direction, of the persons or person entitled to call the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be

7

delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.7. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business.

Section 3.8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.9. Vacancies in Board of Directors. Any vacancy in the Board of Directors may be filled by the affirmative vote of the remaining directors though they be less than a quorum.

Section 3.10. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.11. Executive Committee. See Article VII, Section 1.1.

Section 3.12. Removal of Directors. At a meeting of the stockholders called expressly for that purpose, any director may be removed from office, with or without cause, by a vote of the stockholders holding a majority of the shares entitled to vote for the election of directors.

Section 3.13. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as

8

the Secretary of the meeting before the adjournment thereof or shall forward such dissent by Registered Mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.14. Informal Action by Directors. Any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.

An action so taken is effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.

ARTICLE IV

INDEMNIFICATION

Section 4.1. The corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent 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, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of

9

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 the person did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

Section 4.2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to 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 he is or was a director, officer, employee, or agent 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, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that 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, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 4.3. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

10

Section 4.4. Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made: (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the shareholders.

Section 4.5. Expenses incurred in defending a civil, criminal, administrative, or investigative action, suit, or proceeding, or threat thereof, may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article.

Section 4.6. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled by any bylaw, agreement, vote of shareholder or disinterested directors, statute, court decision or otherwise, now or hereafter in effect, both as to capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

11

Section 4.7. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or partnership, joint venture, trust, or other enterprise who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article or of the General Corporation Law of Virginia.

ARTICLE V

WAIVER OF NOTICE

Notwithstanding any other provisions of these Bylaw’s, whenever any notice is required to be given to a stockholder or director of the corporation of any meeting for any purpose, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder or director who attends the meeting shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objection to the transaction of any business because the meeting is not properly called or convened.

ARTICLE VI

OFFICERS

Section 6.1. Election. The Board of Directors may elect from its own number a Chairman of the Board and shall elect a President from its own number, a Secretary and a Treasurer. The Board of Directors may elect, as in the opinion of the Board, the business of the company may require, such Vice Presidents (who may or may not be directors); and a Comptroller and a General Counsel; and it shall elect or appoint from time to time such other or additional officers as in its opinion are desirable for the conduct of the business of the company. Any of the foregoing offices may be held simultaneously by the same person.

12

Section 6.2. Removal. In its discretion the Board of Directors, by the vote of a majority of the whole Board, may leave unfilled for any such period as it may fix by resolution, any office except those of President, Treasurer, and Secretary. Any officer or agent shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors. Any officer, agent, or employee, other than officers appointed by the Board of Directors, shall hold office at the discretion of the officer appointing them.

Section 6.3. Duties of Chairman. The Chairman of the Board of Directors, if elected, or failing his election, the President, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

Section 6.4. Duties of President. The President shall be the chief executive and administrative officer of the company. He shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, at meetings of the Board of Directors. He shall exercise such duties as customarily pertain to the office of President and shall have general and active supervision over the property, business, and affairs of the company and over its several officers. He may appoint officers, agents, or employees other than those appointed by the Board of Directors. He may sign, execute, and deliver in the name of the company powers-of-attorney, contracts, bonds, and other obligations and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

Section 6.5. Duties of Executive Vice President. The Executive Vice President shall possess the power and may perform the duties of the President in his absence or disability and shall perform such other duties as may be prescribed from time to time by the Board of Directors.

13

Section 6.6. Duties of Vice Presidents. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President and the Executive Vice President or the Vice President designated by the Board or the President shall perform the duties and exercise the powers of the President.. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his duties.

Section 6.7. Duties of Comptroller. The Comptroller shall be responsible to the Board of Directors, President, and Treasurer for all financial control and internal audit of the corporation and its subsidiaries. He shall perform such other duties as may be assigned to him by the Board of Directors, the President, or the Treasurer.

Section 6.8. Duties of Treasurer. The Treasurer shall have general custody of all the funds and securities of the corporation and have general supervision of the collection and disbursement of funds of the corporation. He shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the corporation in such bank or banks or depositories as the Board of Directors may designate. He may sign, with the President, or such other persons or persons as may be designated for the purpose by the Board of Directors, all bills of exchange or promissory notes of the corporation. He shall enter or, cause to be entered regularly in the books of the corporation full and accurate account of all monies received and paid by him on account of the corporation; shall at all reasonable times exhibit his books and accounts to any director of the corporation upon application at the office of the corporation during business hours; and, whenever required by the Board of Directors or the President, shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

14

Section 6.9. Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors, and to the extent ordered by the Board of Directors or the President, the minutes of meetings of all committees. He shall cause notice to be given of meetings of stockholders, of the Board of Directors, and of any committee appointed by the Board. He shall have custody of the corporate seal and general charge of the records, documents, and papers of the corporation not pertaining to the performance of the duties vested in other officers, which shall at all reasonable times be open to the examination of any director. He may sign or execute contracts with the President or a Vice President thereunto authorized in the name of the corporation and affix the seal of the corporation thereto. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

Section 6.10. Counsel. The General Counsel shall advise and represent the corporation generally in all legal matters and proceedings and shall act as counsel to the Board of Directors and the Executive Committee. The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

Section 6.11. Bank Accounts. In addition to such bank accounts as may be authorized in the usual manner by resolution of the Board of Directors, the Treasurer or the Comptroller of the corporation, with the approval of the President or the Executive Vice President, may authorize such bank accounts to be opened or maintained in the name and on behalf of the corporation as he may deem necessary or appropriate, payments from such bank accounts to be

15

made upon and according to the check of the corporation which may be signed jointly or singly by either the manual or facsimile signature or signatures of such officer, or bonded employees of the corporation as shall be specified in the written instructions of the Treasurer or the Comptroller of the corporation with the approval of the President or the Executive Vice President of the corporation.

Section 6.12. Vacancies. In case any office shall become vacant, the Board of Directors shall have power to fill such vacancies. In case of the absence or disability of any officer, the Board of Directors may delegate the powers or duties of any officer to another officer or a director for the time being.

Section 6.13. Exercise of Rights as Stockholders. Unless otherwise ordered by the Board of Directors, the President or a Vice President thereunto duly authorized by the President shall have full power and authority on behalf of the corporation to attend and to vote at any meeting of stockholders of any corporation in which this corporation may hold stock, and may exercise on behalf of this corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting and shall have power and authority to execute and deliver proxies and consents on behalf of this corporation in connection with the exercise by this corporation of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons.

Section 6.14. Salaries. The salaries of the officers and agents shall be fixed from time to time by the Board of Directors and no officer or agent shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. The Board of Directors may delegate certain authority to fix salaries and wages.

16

ARTICLE VII

COMMITTEES

Section 7.1. Executive Committee. The Board of Directors may appoint from among its members an Executive Committee of not fewer than two (2) nor more than five (5) members, one of whom shall be the President and shall designate one (1) of such members as Chairman. The Board may also designate one (1) or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of a regular member or members. The Board of Directors reserves to itself alone the power to declare dividends, issue stock, recommend to stockholders any action requiring their approval, change the membership of any committee at any time, fill vacancies therein, and discharge any committee, either with or without cause, at any time. Subject to the foregoing limitations, the Executive Committee shall possess and exercise all other powers of the Board of Directors during the intervals between meetings.

Section 7.2. Other Committees. The Board of Directors may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not fewer than two (2) directors and which shall have such powers and duties as shall from time to time be prescribed by the Board. The President shall be a member ex officio of each committee appointed by the Board of Directors.

Section 7.3. Rules of Procedure. A majority of the members of any committee may fix its rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action and shall be subject to revision, alteration, and approval by the Board of Directors; provided that no rights or acts of third parties shall be affected by any such revision or alteration.

17

ARTICLE VIII

OPERATING DIVISIONS OF THE CORPORATION

Section 8.1. Advisory Board. The Board of Directors of the corporation may appoint individuals who may but need not be directors, officers, or employees of the corporation to serve as members of an Advisory Board of Directors of one or more operating divisions of the corporation and may fix fees or compensation for attendance at meetings of any such Advisory Boards. The members of any such Advisory Board may adopt and from time to time may amend rules and regulations for the conduct of their meetings and shall keep minutes which shall be submitted to the Board of Directors of the corporation. The term of office of any member of the Advisory Board of Directors shall be at the pleasure of the Board of Directors of the corporation and shall expire the day of the annual meeting of the stockholders of the corporation. The function of any such Advisory Board of Directors shall be to advise with respect to the affairs of the operating division of the corporation to which it is appointed.

Section 8.2. Titles. The Board of Directors of the corporation may from time to time confer on the employees of the corporation assigned to any operating division of the corporation, or discontinue, the title of President, Vice President, and any other titles for employees assigned to operating divisions of the corporation shall not be permitted to conflict in any way with any executive or administrative authority established from time to time by the corporation. Any employee so designated shall have authority, responsibilities, and duties with respect to his operating division corresponding to those normally vested in the comparable officer of the corporation by these Bylaws, subject to such limitations as may be imposed by the Board of Directors of the corporation.

18

ARTICLE IX

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 9.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confirmed to specific instances.

Section 9.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 9.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 9.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE X

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 10.1. Certificates for Shares. Certificates representing shares of stock of the corporation shall be signed by the President or Vice President and by the Secretary or, when employed and the power delegated, by an Assistant Secretary. All such certificates shall be consecutively numbered or otherwise identified.

19

Section 10.2. Transfer of Shares.

(a) Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

(b) In case of loss or destruction of any certificate of stock, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the corporation in such form as the Board of Directors shall provide.

(c) The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issuance, transfer, conversion, and regulation of certificates for shares of the capital stock of the corporation not inconsistent with the laws of Virginia, the Articles of Incorporation of the corporation, and these Bylaws.

ARTICLE XI

FISCAL YEAR

The fiscal year of the corporation will begin on January 1 of each calendar year and end on December 31 of the same calendar year.

ARTICLE XII

DIVIDENDS

The Board of Directors, at any regular or special meeting, may declare dividends payable out of the surplus of the corporation whenever in the exercise of its discretion it may deem such declaration advisable. Such dividends may be paid in cash, property, or shares of the corporation.

20

ARTICLE XIII

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation.

ARTICLE XIV

AMENDMENTS

These Bylaws shall be adopted by the Board of Directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors unless reserved to the stockholders by the Articles of Incorporation or the Virginia Stock Corporation Act. Bylaws made by the Board of Directors may be repealed or changed and new bylaws made by the stockholders, and the stockholders may prescribe that any bylaws made by them shall not be altered, amended, or repealed by the directors.

A true copy of the Bylaws adopted by the Board of Directors at the organizational meeting held on the 1st day of April, 1988.

21

EX-3.81

EXHIBIT 3.81

WEST VIRGINIA APPLICATION FOR

CERTIFICATE OF AUTHORITY OF LIMITED LIABILITY COMPANY

1. The name of the company as registered in its home state is: Hanna Land Company, LLC and the state or country or organization is: Kentucky.

2. The name to be used in West Virginia will be: Home state name as listed above, if available in W. Va.

3. The company will be a: regular LLC.

4. The street address (not a PO box) in West Virginia of the initial designated office of the company will be: c/o C T CORPORATION SYSTEM, 707 Virginia Street, East, Charleston, WV 25301.

5. The street address of the principal office is: 1500 North Big Run Road, Ashland, Kentucky 41102 and the mailing address (if different) is: [left blank].

6. The name and street address of the person in West Virginia to whom notice of process may be sent is: C T CORPORATION SYSTEM, 707 Virginia Street, East, Charleston, WV 25301. The mailing address of the above agent of process, if different, is: [left blank].

7. In its home state, the company is: an at-will company, for an indefinite period.

8. The company is: manager-managed, and the name and address of each initial manager is listed below. Ayrshire Land Company, 1500 North Big Run Road, Ashland, Kentucky 41102.

9. All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company. NO—All debts, obligations and liabilities are those of the company.

10. The purposes for which this limited liability company is formed are as follows: land company.

11. The number of pages attached and included in this application is one.

12. The requested date for the establishment of the limited liability company in West Virginia is: the date & time of filing.

13. ACKNOWLEDGEMENT: [Articles must be signed in the name of the company by a (1) manager of a manager-managed company; (2) member of a member-managed

company; (3) attorney-in-fact for any of the above. Documents with photocopied signatures cannot be accepted.]

I, the undersigned, for the purpose of obtaining a certificate of authority for the above named limited liability company in the State of West Virginia, do file this application in the name of and behalf of the company. I have attached a certificate of existence of other comparable document from the state of origin, and, if a trade name is requested, a resolution of the member or managers.

Kevin Crutchfield, President of Ayrshire Land Company, Manager for Hanna Land Company, LLC, /s/ Kevin Crutchfield.

EX-3.82

EXHIBIT 3.82

LIMITED LIABILITY COMPANY AGREEMENT

FOR

HANNA LAND COMPANY, LLC

This is an Limited Liability Company Agreement dated as of February 19, 1999, among Ayrshire Land Company, as “Manager,” and Ayrshire Land Company (“Ayrshire”), Peter K. Moran (“Moran”), Wade S. McClure (“McClure”), RAM Resources, Inc. (“RAM”) and J.W. Riccardi (“Riccardi”), each as “Member,” and any additional signatories to this Agreement (each a “Member” and collectively, the “Members”).

Article 1—Formation

The Members hereby form a limited liability company (the “Company”) pursuant to the Kentucky Limited Liability Company Act, effective as of the filing of the Company’s Certificate of Formation with the Kentucky Secretary of State. The Members hereby ratify and approve the filing of the Company’s Certificate of Formation, the receipt of the form of which Members hereby acknowledge. A duly authorized officer of the Company shall from time to time execute or cause to be executed all such certificates or other documents or cause to be done all such filing, recording, publishing or other acts as may be necessary or appropriate to comply with the requirements for the formation and operation of a limited liability company under the Act. The rights and duties of the Manager and any subsequent Members shall be as provided in the Act, except as modified by this Agreement.

Article 2—Name

The business of the Company shall be conducted under the name “Hanna Land Company, LLC.”

Article 3—Definitions

The following terms and phrases used in this Agreement shall have the following meanings:

“Act” shall mean the Kentucky Limited Liability Company Act, KRS Chapter 275.

“Affiliate” or a Person “affiliated with” a Member, a partner or member of any Member, or other specified Person (collectively referred to as the “Specified Person”) shall mean (i) a person that directly, or indirectly through one or more intermediaries, or in combination with any other Member, or other Specified Person, controls or is controlled by, or is under the control of the member or other Specified Person; (ii) a Person of which the Member or other Specified Person is an officer or partner or is the beneficial owner of 10% or more of any class of equity security or interest; (iii) any trust or estate in which the Member or other Specified Person has a beneficial interest or as to which the Member or other Specified Person serves as a trustee or in another fiduciary capacity; and (iv) any spouse, parent, child, brother or sister of the Member or other specified person. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through

ownership, by contract or otherwise.

“Agreement” shall mean this Limited Liability Company Agreement, as amended, modified or supplemented from time to time.

“Bankruptcy” shall be deemed to have occurred with respect to any Member, at the time the Member: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated bankrupt or insolvent; (iv) files a petition or answer seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding of this nature; (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s property; or (vii) if within 120 days after the commencement of any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 120 days after the appointment without the Member’s consent or acquiescence of a trustee, receiver, or liquidator of the Member, or of all or any substantial part of the Member’s properties, the appointment is not vacated or stayed or within 120 days after the expiration of any stay, the appointment is not vacated.

“Capital Account” shall mean the individual account maintained for each Member by the Company, calculated pursuant to paragraph 8.4.

“Capital Contribution” shall mean the money and the fair market value of property (net of liabilities assumed by the Company or to which the property is subject) contributed to the Company by a Member, and as set forth on Annex A. Annex A shall set forth the agreed upon fair market value of each of the assets (other than cash) contributed to the capital of the Company as determined by the contributing Member and the Company.

“Code” or “IRC” shall mean the Internal Revenue Code of 1986, as amended, modified or rescinded from time to time, or any similar provision of succeeding law.

“Manager” shall mean Ayrshire Land Company, and any additional or replacement Managers elected by the Manager.

“Net Cash Flow” shall mean, with respect to any fiscal year, all cash revenues of the Company from business operations during that period (including, without limitation, interest or other earnings on the funds of the Company) less the sum of the following to the extent made from those cash revenues:

(i) All principal and interest payments on any indebtedness of the Company;

(ii) All cash expenses incurred incident to the operation of the Company’s business; and

(iii) Funds set aside as reserves for contingencies, working capital, debt service, taxes, insurance or other costs and expenses incident to the conduct of the Company’s

-2-

business which the Manager deems reasonably necessary or appropriate.

“Participating Percentage” shall mean the initial percentages set forth on Annex A, each adjusted as required by this Agreement. Annex A shall be amended to reflect any changes in the Members’ Participating Percentages. Distributions or allocations made in proportion to or in accordance with the Participating Percentages of the Members shall be based upon relative Participating Percentages as of the record date for distributions and in accordance with IRC §§ 706(c) and (d).

“Person” shall mean an individual, corporation, partnership, limited liability company, joint stock company, trust, association, unincorporated entity, or any division thereof.

“Representative” shall mean a Person’s executor, administrator, committee or analogous fiduciary.

“Taxable Income” and “Tax Losses,” respectively, shall mean the net income or net losses of the Company as determined for federal income tax purposes, and all items required to be separately stated by IRC §§ 702 and 703 and the Treasury Regulations promulgated thereunder.

Article 4—Business of the Company

The business of the Company shall be to acquire a valid permit (the “Permit”) entitling Ayrshire Land Company or one or more of its affiliates (individually or collectively, “Ayrshire”) to mine a substantial part of the minable and merchantable coal on the “Eastern Reserve” property which is subject to a certain lease from Carbon Fuels Company to Ayrshire Land Company (the “Carbon Fuels Lease”), and carrying on any and all activities related thereto. Ayrshire Land Company covenants and agrees that as long as Moran is a Member of the Company, Ayrshire Land Company shall not, without the prior written consent of Moran, which consent may be given or withheld in his sole and absolute discretion, transfer, assign or convey the Carbon Fuels Lease except to an affiliate of Ayrshire Land Company, provided however, that such affiliate will must also agree to be bound by such covenant. In addition, Ayrshire Land Company covenants and agrees to maintain the Carbon Fuels Lease, including the payment of such minimum royalties as required therein. As long as Moran is a Member of the Company, the Company shall not, without the prior written consent of Moran, which consent may be given or withheld in his sole and absolute discretion, transfer, assign or convey the Permit, or any work-in-progress with respect to the Permit. Except as otherwise provided in this Agreement, the Company shall not engage in any other activity or business and no Member or Manager shall have any authority to hold himself or itself out as a general agent of the Company in any other business or activity. It is the intention of the Members that the Company be treated as a partnership for federal, state and local income tax purposes, and the Members agree not to take any position or make any election, in a tax return or otherwise, inconsistent with such treatment; provided, however, the filing of federal, state and local tax returns shall not be construed to create a partnership (other than for tax purposes).

Article 5—The Members

5.1 Initial Member. The names and business addresses of the initial Members are set

-3-

forth on Annex A.

5.2 Additional Members. The Company may admit additional Members from time-to-time by the decision of the Manager, upon the terms and for the consideration determined by the Manager and with the prior written consent of Moran, which consent shall not be unreasonably withheld. Annex A shall be amended to reflect any changes in the Company’s membership. A prerequisite to admission to membership in this Company shall be the written agreement by the additional Members to be bound by the terms of this Agreement.

5.3 No Liability of Members or Managers. No Member or Manger shall have personal liability for the obligations or liabilities of the Company. Except as otherwise specifically provided in this Agreement, no Member, after his or its admission to the Company, shall be obligated to constribute additional funds or property, or loan money, to the Company.

5.4 Title to Property. All real and personal property owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such property in his or its individual name or right, and each Member’s interest in the Company shall be personal property for all purposes. Except as otherwise provided in this Agreement, the company shall hold all of its real and personal property in the name of the Company and not in the name of any Member.

Article 6—Principal Office

The principal office and place of business of the Company shall be located at 1500 North Big Run Road, Ashland, Kentucky 41102. The Company may have such other or additional offices as the Manager deems advisable.

Article 7—Term

The term of the Company shall begin on the date the Company’s Articles of Organization are filed with the Kentucky Secretary of State, and shall continue until dissolution in accordance with the terms of this Agreement.

Article 8—Capital and Contributions

8.1 Initial Contributions. The Members shall make the following initial Capital Contributions:

Ayrshire Land Company: Cash in the amount of $20,200.00.

Peter K. Moran: Mr. Moran will arrange for the Company to execute the Carbon Fuels Lease, and arrange for the Company to receive work in process associated with the Permit.

8.2 Additional Contributions. The Members shall make additional Capital Contributions at such times and in such amounts as may be called for by the Manager and approved by Members holding a majority of the then-Participating Percentages; provided, however, that Moran shall not be obligated to make any additional capital contributions. Annex A shall be amended to reflect any additional Capital Contributions.

-4-

8.3 Interest on Capital. No Member shall be paid interest on any Capital Contribution or Capital Account.

8.4 Capital Accounts. A separate Capital Account shall be maintained by the Company for each Member in accordance with Treas. Reg. § 1.704-1(b) (2) (iv). There shall be credited to each Member’s Capital Account: (i) the amount of money contributed by such Member to the Company; (ii) the fair market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under IRC § 752); and (iii) allocations to such Member of Company income and gain (or items thereof), including income and gain exempt from tax and income and gain, as computed for book purposes, in accordance with Treas. Reg. § 1.704-1(b) (2) (iv) (g). Each Member’s Capital Account shall be decreased by: (i) the amount of money distributed to such Member by the Company; (ii) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take pursuant to IRC § 752); (iii) allocations to such Member of expenditures of the Company described in IRC § 705(a) (2) (B); and (iv) allocations of loss and deduction (or items thereof) including loss or deduction, computed for book purposes, as described in Treas. Reg. § 1.704-1 (b) (2) (iv) (g).

8.5 Withdrawal and Return of Capital. Except as expressly provided in this Agreement, including paragraph 9.1 with respect to distributions of Net Cash Flow, no Member shall be entitled to withdraw any part of such Member’s Capital Contributions or Capital Account, or to receive any distribution from the Company.

8.6 Revaluation of Company Property. If there shall occur (i) an acquisition of an Interest from the Company for more than a de minimis Capital Contribution, or (ii) a distribution (other than a de minimis distribution) to a Member in redemption of an Interest, then the Company shall revalue the assets of the Company at their then fair market value and adjust the Capital Accounts in the same manner as provided in paragraph 18.1 in the case of a property distribution. If there is a reallocation pursuant to this paragraph 8.6, then Capital Accounts shall thereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance with the provisions of Treas. Reg. §§ 1.704-1(b) (2) (iv) (f) and (g), and the Members’ distributive shares of depreciation (cost recovery) and gain or loss shall thereafter be computed in accordance with the principles of IRC § 704(c) and the regulations promulgated thereunder using the traditional method with curative allocations within the meaning of Treas. Reg. § 1.704-3(c).

Article 9—Distributions

9.1 Distributions to the Members. Unless otherwise determined by the Manager, the Company’s Net Cash Flow shall be retained by the Company for reinvestment in the Company’s business, except that, to the extent such Net Cash Flow is available during a taxable year, (i) the Company shall distribute an amount of Net Cash Flow during such taxable year equal to the amount of federal and state income taxes due with respect to the Company’s Net Profits for that taxable year, assuming that the Member allocated such Net Profits is taxed on such income at the highest applicable marginal rates for individuals residing is Charleston, West Virginia, who are married and filing jointly, and (ii) the Manager may determine, after the distribution of the

-5-

amount required in (i) above, to distribute additional Net Cash Flow in repayment of any loans made by the Members to the Company. Distributions of Net Cash Flow shall be made among the Members in accordance with their Participating Percentages. “Net Profits” shall mean an amount equal to the Company’s Taxable Income minus Tax Losses for the applicable period.

9.2 Timing of Distributions. Distributions of Net Cash Flow shall be made quarterly to the extent possible, on or prior to the date the Members are required to make estimated tax payments for the previous quarter.

Article 10—Allocation of Profits and Losses for Tax Purposes

10.1 Allocations to the Members Generally. Taxable Income and Tax Losses shall be allocated among the Members in accordance with their Participating Percentages. Notwithstanding anything else in this Agreement to the contrary except allocations required by IRC §§ 704 (b) or (c), each Manager shall at all times during the existence of the Company own at least a one percent interest in each material item of Company’s income, gain, loss, deduction, or credit.

10.2 Limitation on Losses. Notwithstanding the general allocation of Taxable Income and Tax Losses described in paragraph 10.1, no Member shall be allocated Tax Losses in excess of such Member’s positive Capital Account balances until such time as no Member has a positive Capital Account balance, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members in accordance with their Participating Percentages. Furthermore, no Member shall be allocated Tax Losses where it is reasonably anticipated that such Member’s Capital Account shall be negative at the end of the fiscal year in which the Tax Losses arise or at the end of the subsequent fiscal year, as a result of distributions of Net Cash Flow during such periods, until such time as no Member would have a positive Capital Account balance after such reasonably anticipated distributions of Net Cash Flow, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members in accordance with their Participating Percentages. Tax Losses not allocated to a Member under this paragraph 10.2 shall be reallocated among those Members with positive Capital Account balances in accordance with their Participating Percentages.

10.3 Qualified Income Offset. If a Member receives any adjustment, allocation, or distribution described in Treas. Reg. §§ 1.704-1(b) (2) (ii) (d) (4), (5), or (6), then items of Taxable Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in such Member’s Capital Account as quickly as possible. It is the intention of the parties that this provision constitute a “qualified income offset” within the meaning of Treas. Reg. § 1.704-1(b) (2) (ii) (d), and this provision shall be so construed.

10.4 Minimum Gain Chargeback. If there is a net decrease in the Company’s Minimum Gain (within the meaning of Treas. Reg. § 1.704-2(b) (2)) or Member Nonrecourse Minimum Gain (within the meaning of Treas. Reg. § 1.704-2(i) (3)) during any fiscal year of the Company, each Member shall be specially allocated, before any other allocations under this Article 10, items of income and gain for such fiscal year (and subsequent fiscal years, if necessary) in an amount equal to such Member’s share (determined in accordance with Treas. Reg. §§ 1.704-2(g) and 1.704-2(i) (5), as applicable) of the net decrease in the Company’s

-6-

Minimum Gain or Member Nonrecourse Debt Minimum Gain, as applicable, for such fiscal year, provided, however, that no such allocation shall be required if any of the exceptions set forth in Treas. Reg. § 1.704-2(f) apply. It is the intention of the parties that this provision constitute a “minimum gain chargeback” within the meaning of Treas. Reg. §§ 1.704-2(f) and 1.704-2(i) (4), and this provision shall be so construed.

10.5 Curative Allocations. The allocations set forth in paragraphs 10.2 through 10.4 are intended to comply with certain requirements of the Treasury Regulations (the “Regulatory Allocations”). It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Taxable Income or Tax Losses pursuant to this paragraph 10.5. Therefore, notwithstanding any other provision of this Article 10 (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of Taxable Income and Tax Losses in whatever manner the Manager determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Taxable Income and Tax Losses were allocated pursuant to paragraph 10.1.

10.6 No Restoration of Deficit Capital Accounts. No Member shall be required under any circumstances (either during the period of the Company’s operation or upon the Company’s dissolution and termination) to restore a deficit in such Member’s Capital Account or otherwise make any contribution of cash or property to the Company without such Member’s consent, which may be withheld in such Member’s sole and absolute discretion.

10.7 Contributed Property. In accordance with the rules of IRC § 704(c) and the Treasury Regulations promulgated thereunder, items of income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution.

10.8 Division Among Members. If there is a change in a Member’s Interest during a fiscal year of the Company, any allocations pursuant to this Article 10 shall be made so as to take into account the varying interests of the Members during the period to which the allocation relates, using the interim closing of the books method for determining such allocations, or upon the unanimous agreement of the Members (including any former Member affected by such allocations), using any method for determining such allocations that is provided in IRC § 706 (d) and the Treasury Regulations promulgated thereunder.

Article 11—Books of Account, Records and Reports

11.1 Responsibility for Books of Account and Records. Proper and complete books of account and records shall be kept by the Manager in which shall be entered fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into books of account and records maintained by persons engaged in businesses of a like character, including, without limitation, a Capital Account for each Member. The Company’s books of account and records shall be prepared in accordance with generally accepted accounting

-7-

principles, consistently applied, and shall be kept on the accrual basis, except in circumstances in which the Manager determines that another basis of accounting will be in the best interests of the Company. The books of account and records shall, at all times, be maintained at the principal place of business of the Company, and shall be open to the inspection and examination of the Members or their duly authorized representatives during reasonable business hours, and any Member may, at such Member’s own expense, examine and make copies of the books of account and records of the Company.

11.2 Reports to the Members. As soon as practicable in the particular case, the Manager shall deliver or cause to be delivered the following reports to each Member:

(a) After the end of each fiscal year, such information concerning the Company as shall be necessary for the preparation by a Member of such Member’s income tax or other tax returns;

(b) An unaudited statement setting forth, as of the end of and for each fiscal year, a profit and loss statement, a balance sheet of the Company, and a statement showing the amounts allocated to or against each Interest during that fiscal year; and

(c) Other information as, in the judgment of the Manager, shall be reasonably necessary for the Members to be advised of the results of the Company’s operations.

11.3 Additional Reports. The Manager may prepare or cause to be prepared, and deliver or cause to be delivered to the Members from time to time during each fiscal year, in connection with distributions or otherwise, unaudited statements showing the results of the Company’s operations to the date of that unaudited statement.

Article 12—Fiscal Year

The fiscal year of the Company shall end on December 31 of each calendar year.

Article 13—The Company’s Funds

The Company’s funds shall be deposited in such bank account(s), or invested in such interest-bearing or non-interest-bearing investments, as shall be designated by the Manager. All withdrawals from any such bank account(s) shall be made by the Manager. The Company’s funds shall be held in the name of the Company and shall not be commingled with those of any other Person.

Article 14—Management of the Company

14.1 Rights and Duties of the Manager.

(a) The business and affairs of the Company shall be managed by its Manager. The Manager shall direct, manage, and control the business of the Company to the best of such Manager’s ability. The Manager shall not be removed without the unanimous written consent of the Members. Except for situations in which the approval of the Members is expressly required in this Agreement or by nonwaivable provisions of the Act, the Manager shall

-8-

have full and complete authority, power, and discretion to manage and control the Company’s business, affairs, and properties, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the Company’s management. By acceptance of the position of Manager, each Manager agrees to be bound by and subject to the terms of this Agreement.

(b) The Manager shall have the responsibility and authority to manage the operations and affairs of the Company. The Manager’s duties shall encompass the following matters:

(1) Acquiring property in the name of the Company;

(2) Borrowing Money for the Company from banks, other lending institutions, the Manager, Members, or their respective Affiliates, on such terms as the Manager deems appropriate, and in connection therewith, hypothecating, encumbering, and granting security interests in the Company’s assets to secure repayment of the borrowed sums;

(3) Purchasing liability and other insurance to protect the Company’s property and business;

(4) Operating the Company’s business in accordance with the purposes described in Article 4;

(5) Selling or otherwise disposing of assets in the ordinary course of business;

(6) Providing, or causing to be provided, accounting services, including payroll, invoice processing and check writing, tax deposits, financial statements and income tax filings;

(7) Obtaining professional services for the Company, including legal and accounting services;

(8) Executing on behalf of the Company all instruments and documents, including without limitation: checks; drafts; notes and other negotiable instruments; mortgages, or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; contracts relating to the Company’s business; and any other instruments or documents necessary in the Manager’s opinion, to the Company’s business;

(9) Entering into any and all other agreements on behalf of the Company, with any other Person for any purpose in accordance with the Company’s purposes, in such forms as the Manager approves;

(10) Preparing, or causing to be prepared, and delivered to each Member the reports and other information described in Article 11;

(11) Depositing the Company’s funds in an account or accounts

-9-

established or designated according to Article 13 and authorizing withdrawals of such funds by such Persons, at such times, and in such amounts as the Manager may designate, and pay out of the Company’s funds any expenses necessary to discharge the Company’s obligations;

(12) Reimbursing itself for expenses incurred in discharging its responsibilities as the Manager, including, but not limited to, (i) all legal, accounting and other expenses of professional services rendered to the Company; (ii) expenses connected directly with the acquisition, ownership, maintenance, or disposition of the Company’s assets; (iii) compensation and expenses of any employees or agents of the Company; (iv) travel expenses of the Company’s employees and the Manager in connection with the Company’s business; (v) insurance; and (vi) taxes on the Company’s properties, so long as there is reasonable documentation for such expenses;

(13) Incurring all reasonable expenditures in connection with the day-to-day operation of the Company’s business;

(14) Making, at its sole discretion, any and all elections for federal, state, and local tax purposes including, without limitation, if permitted by applicable law to adjust the basis of the Company’s property pursuant to IRC §§ 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Interests in the Company and distributions of property by the Company; to the extent provided in IRC §§ 6221 through 6231, representing the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and the Members; and filing any tax returns and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company and the Members. The Manager is specifically authorized to act as the “Tax Matters Partner” under the IRC and in any similar capacity under state or local law. Notwithstanding the above, if the Manager is not a Member; then the Manager shall appoint a Member to act as the Company’s “Tax Matters Partner”;

(15) Undertaking responsibility with respect to personnel and employment matters;

(16) Undertaking any additional responsibilities reasonably established by the Members from time-to-time;

(17) Making decisions on behalf of the Company as required by Article 16 (unless the Manager’s Interest is the subject of the transaction); and

(18) Executing, acknowledging, and delivering any and all instruments to effectuate any and all of the foregoing.

14.2 Members. No Member shall have the power or authority to bind the Company unless the Member has been authorized in writing by the Manager to act as an agent of the Company. Meetings of the Members shall be held at least annually and may be called by the Manager upon at least three business days prior written notice to the other Members. Actions by the Members shall be taken by the affirmative vote of Members holding a majority of the Participating Percentages, unless otherwise provided in this Agreement. The notice shall provide

-10-

the time and place of such meeting, which shall be at the Company’s principal office unless the Members unanimously consent to a different location. Meetings may be held by any means of communication by which all Members participating may simultaneously hear each other during this meeting. Actions of the Members may be taken by unanimous written action.

14.3 Compensation. The salary and other compensation of the Manager shall be fixed from time to time by an affirmative vote of Members holding a majority of the Participating Percentages. No Manager shall be prevented from receiving such compensation because the Manager is also a Member of the Company.

14.4 Resignation. The Manager may not resign without the written consent of Moran, which consent may be given or withheld in his sole and absolute discretion. The resignation of any Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of a Member.

14.5 Vacancies. Any vacancy occurring for any reason in the number of Managers of the Company shall be filled by the affirmative vote of a majority of the remaining Managers then in office, provided that if there are no remaining Managers, then the vacancies shall be filled by the affirmative vote of Members holding a majority of the Participating Percentages.

14.6 Time to be Devoted to Business. The Manager shall devote such time to the Company’s business as the Manager, in its reasonable discretion, shall deem to be necessary to manage and supervise the Company’s business and affairs in an efficient manner; but nothing in this Agreement shall preclude the employment, at the expense of the Company, of any agent or third party to manage or provide other services in respect of the Company’s business.

14.7 Other Activities and Competition. The Manager shall not be required to manage the Company as its sole and exclusive function and any Member may have other business interests and may engage in other activities in addition to those relating to the Company, including the rendering of advice or services of any kind to Affiliates, other investors and the making or management of other investments. Neither the Company nor any Member shall have any right, by virtue of this Agreement or the relationship created hereby, in or to such other ventures or activities or to the income or proceeds derived therefrom.

14.8 Liability. The Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or any Member for any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted gross negligence.

14.9 Indemnification. The Company shall indemnify and hold harmless each Manager and Member ( the “Indemnified Party”) from and against any loss, expense, damage or injury suffered or sustained by such Indemnified Party by reason of any acts, omissions or alleged acts or omissions arising out of such Member’s activities on behalf of the Company or in furtherance

-11-

of the interests of the Company, including but not limited to any judgment, award, settlement, reasonable attorney’s fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim if the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were for a purpose reasonably believed to be in the best interests of the Company and were not performed or omitted fraudulently or in bad faith or as a result of gross negligence by such Indemnified Party, and were not in violation of the Indemnified Party’s fiduciary obligation to the Company. Any such indemnification shall only be from the assets of the Company.

Article 15—Covenants of the Members and Managers

15.1 Confidential Information.

(a) Each Member and Manager acknowledges that as a consequence of his or its relationship with the Company, trade secrets and information of a proprietary or confidential nature relating to the business of the Company will be disclosed to and developed by him or it, including, without limitation, information about trade secrets, inventions, products, services, patents, licenses, research projects, costs, special manufacturing methods, processes, techniques, protocols, treatment or chemical composition of material, special tooling, plans for future development, market analysis, product uses, projects and plans, information regarding the Company’s financial status, customers, profits, profit margins, project costs, quality assurance study results, pricing information, materials and labor costs, and any other information that may not be known generally or publicly outside of the Company (collectively referred to as “Confidential Information”).

(b) Each Member and Manager acknowledges that such Confidential Information is generally not known in the trade, and is of considerable importance to the Company and agrees that his or its relationship to the Company with respect to such information shall be fiduciary in nature. It is expressly agreed between the Company and each Member and Manager that he or it will hold in confidence and not disclose and not make use of, during the term of this Agreement and continuing after the termination for any reason of his or its relationship with the Company, any such Confidential Information, except as required in the course of his or its relationship with the Company.

15.2 Noncompetition. Each Member and Manager shall not, at any time while a Member or Manager of the Company or for five years from the date of this Agreement, directly or indirectly, individually, in a partnership or joint venture, or through a corporation as proprietor, employee, stockholder or consultant, or through any other business entity or by any other means enter into agreement with or solicit the employment of any present or former employees of the Company for the purpose of causing them to (i) leave the employ of the Company, (ii) reveal or utilize Confidential Information in such a manner so as to constitute a violation of this Article 15, or (iii) compete with the Company in such a manner so as to constitute a violation of this Article 15.

-12-

Article 16—Transfer of Interests

16.1 Assignment. No Member may assign all or any part of an Interest without the prior written approval of the Manager, which approval may be withheld in its absolute discretion. For purposes of this paragraph 16.1, “assign” shall mean to substitute another Person who is not a Member as a Member, as contemplated by Treas. Reg. § 301.7701-2(e). The approved assignment shall release the assigning Member from such Member’s obligations under this Agreement to the extent that such Member has assigned such Member’s Interest; provided that the approved assignee assumes in writing the obligations of the assigning Member. The approved assignment pursuant to this paragraph 16.1 shall confer upon the assignee the right to become a substituted Member, in the following manner and subject to the following conditions:

(a) Each assignment shall be effective as of the day that the Manager approves of the assignment;

(b) No assignment will be effective if the assignment would, in the opinion of counsel to the Company, result in the termination of the Company for purposes of the IRC;

(c) Each assignee shall agree in writing to be bound by the terms of this Agreement.

16.2 Adjustment of Participating Percentages. If a Member is disassociated from the Company pursuant to this Article 16, then the Participating Percentages of the remaining Members shall be immediately recalculated (which will depend upon the method of disassociation and purchase of such Member’s interest as provided in this Article 16) so that the aggregate Participating Percentages of all of the remaining Members equals 100%.

16.3 Restrictions on Transfer.

(a) No Member shall sell, assign, pledge, hypothecate, bequeath, give away or transfer by operation of law or otherwise all or any part of such Member’s Interest (collectively “Transfer”), except in compliance with this Article 16. The Transfer of any Member’s Interest in violation of this Agreement shall be treated as an unapproved Transfer pursuant to paragraph 16.3(b). If the remaining Members do not approve of the Transfer of such Member’s Interest pursuant to the procedures set forth in paragraph 16.1, then a Member shall not Transfer such Member’s Interest and shall continue, subject to the terms of this Agreement, to be a Member.

(b) Unless a transferee becomes a substituted Member pursuant to paragraph 16.1, the transferee of an unapproved Transfer of an Interest shall have no right to (i) interfere or participate in the management or administration of the Company’s business or affairs, (ii) request any information on or an accounting of the Company’s transactions, or (iii) inspect the Company’s books of account or records, and shall not be deemed to be a substituted Member as contemplated by Treas. Reg. § 301.7701-2(e). The unapproved Transfer of an Interest merely entitles the assignee to receive the share of distributions, income and losses to which the transferring Member would otherwise be entitled, and the transferee shall have only those rights specified in the Act. In the event of the unapproved Transfer of an Interest, the transferring Member shall remain liable for such Member’s obligations under this Agreement.

16.4 Withdrawal of Members. No Member shall withdraw from the Company for any reason during the period commencing on the date of this Agreement and ending on the date two years from the date of this Agreement (the “Withdrawal Date”).

-13-

16.5 Assignees/Transferees Bound by this Agreement. Any assignee or Person admitted to the Company as a substituted Member shall be subject to and bound by all provisions of this Agreement as if originally a party to this Agreement.

16.6 Rights of a Disassociated Member. The rights and obligations of a disassociated Member under this Article 16 are in lieu of any rights that such Member might have under the Act. Except as otherwise provided in this Agreement, no occurrence of an event of disassociation of a Member under the Act shall cause a disassociation of such Member from the Company.

Article 17—Dissolution of the Company

The happening of any one of the following events, as provided below, shall cause a dissolution of the Company:

(a) On the date 90 days after the Bankruptcy of any Member, subject to dissolution and termination of the Company pursuant to Article 18; provided, however, that, as long as there are at least one remaining Member, such remaining Member may unanimously or less than unanimous but not less than majority interests in the Company’s capital and profits elect, using the procedures established by paragraph 14.2, within 90 days of the occurrence of any such event, to consent to the continuation of the Company.

(b) Subject to dissolution and termination of the Company pursuant to Article 18, upon the sale or other disposition of all or substantially all of the assets of the Company; or

(c) Subject to dissolution and termination of the Company pursuant to Article 18, upon the unanimous written consent by the Members authorizing the dissolution of the Company.

Except as provided in this Article 17, no event of disassociation of a Member or a Manager under the Act or event of dissolution under the Act shall cause a dissolution of the Company.

Article 18—Winding Up; Liquidating Distributions; Termination

18.1 Winding Up.

(a) In the event of the dissolution of the Company for any reason, then the Members or their successors shall commence to wind up the affairs of the Company and to liquidate the Company’s assets. The Members shall continue to share profits and losses during the period of liquidation in accordance with Article 10. The Manager shall determine whether the Company’s assets are to be sold or distributed to the Members in dissolution of the Company. If the Company’s assets are distributed to the Members, then all such assets shall be valued at their then fair market value as determined by the Manager and the difference, if any, of such fair market value over (or under) the adjusted basis of such assets to the Company shall be credited (or charged) to the Capital Accounts of the Members in accordance with Article 10. Fair market value shall be used for purposes of determining the amount of any distribution to a Member pursuant to paragraph 18.2.

-14-

(b) If the Members are unable to agree on the fair market value of any Company asset, then the fair market value shall be determined by a qualified independent appraiser selected by the Manager.

18.2 Liquidating Distributions. Subject to the right of the Manager to set up such cash reserves as may be deemed reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of the liquidation and any other funds of the Company shall be distributed to:

(a) Creditors, in the order of priority as provided by law; including, to the extent permitted by law, Members who are creditors;

(b) The Members as creditors, to the extent they did not receive distributions pursuant to paragraph 18.2(a), and to Members in satisfaction of the Company’s liability for distributions under KRS 275.210;

(c) The Members in proportion to their respective Capital Accounts until they have received an amount equal to their Capital Accounts immediately prior to such disposition, but after adjustment for gain or loss with respect to the disposition of the Company’s assets incident to the dissolution of the Company and the winding up of its affairs, whether or not the distribution occurs prior to the dissolution of the Company; and

(d) The Members in accordance with their Participating Percentages.

18.3 Rights of the Members. Each Member shall look solely to the Company’s assets for all distributions with respect to the Company, his or its Capital Contribution (including the return thereof), and share of profits, and shall have no recourse therefor (upon dissolution or otherwise) against any other Member or the Manager.

18.4 Termination. Upon complete liquidation of the Company and distribution of all Company funds, the Company shall terminate.

Article 19—Miscellaneous

19.1 Notices. All notices, approvals, consents and demands required or permitted under this Agreement shall be in writing and sent by hand delivery, facsimile, overnight mail, certified mail or registered mail, postage prepaid, to the Members and Managers at their addresses as shown from time to time on the records of the Company, and shall be deemed given when delivered by hand delivery, transmitted by facsimile or mailed by overnight, certified or registered mail. Any Member or Manager may specify a different address by notifying the other Members and Managers and the Company in writing of the different address.

19.2 Governing Law. This Agreement and the rights of the parties to this Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflicts of law principles.

19.3 Benefit and Binding Effect. Except as otherwise specifically provided in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the parties to

-15-

this Agreement, and their legal representatives, heirs, administrators, executors, successors and permitted assigns. Except as otherwise specifically provided in this Agreement, no Manager may assignn his or its rights and obligations under this Agreement without the unanimous consent of the Members.

19.4 Pronouns and Number. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter gender.

19.5 Headings; Annexes and Schedules. The headings contained in this Agreement are inserted only as a matter of convenience, and in no way define, limit or extend the scope or intent of this Agreement or any provision of this Agreement. The Annexes and Schedules to this Agreement are incorporated in this Agreement by reference and expressly made a part of this Agreement.

19.6 Partial Enforceability. If any provision of this Agreement, or the application of any provision to any Person or circumstance shall be held invalid, illegal or unenforceable, then the remainder of this Agreement, or the application of that provision to Persons or circumstances other than those with respect to which it is held invalid, illegal or unenforceable, shall not be affected thereby.

19.7 Previous Agreements. This Agreement shall supersede all previous agreements of the parties to this Agreement with respect to the matters to which this Agreement pertains.

19.8 Certificates. Interests in the Company shall not be evidenced by certificates.

19.9 Enforcement. In the event of a breach or threatened breach by a Member or Manager of any of the provisions of this Agreement, the Company shall be entitled to obtain a temporary restraining order and temporary and permanent injunctive relief without the necessity of proving actual damages by reason of such breach or threatened breach, and to the extent permissible under the applicable statutes and rules of procedure, a temporary injunction or restraining order may be granted immediately upon the commencement of any such suit and without notice. Nothing in this Agreement may be construed as prohibiting the Company from pursuing any other remedy or remedies, including without limitation, the recovery of damages. The Company shall have the right to set off any such damages against any amounts otherwise payable by it to the Member or Manager under this Agreement or otherwise. Each Member and Manager further covenants and agrees to indemnify and hold the Company harmless from and against all costs and expenses, including legal or other professional fees and expenses incurred by the Company in connection with or arising out of any proceeding instituted by the Company against the Member or Manager to enforce the terms and provisions of this Agreement if the Company is successful in whole or in part in such proceeding.

19.10 Scope. If any one or more of the provisions of this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law then in force.

-16-

19.11 No Waiver. No waiver by any party hereto at any time of a breach by a party of any provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions hereof at the same or any prior or subsequent time.

19.12 Amendments. Any amendments to this Agreement or the Articles of Organization shall be in writing and shall require the unanimous approval of the Members.

19.13 No Third Party Beneficiary. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create the public or any member thereof a third party beneficiary under the Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for damages pursuant to the terms or provisions of this Agreement. The duties, obligations, and responsibilities of the parties to this Agreement with respect to third parties shall remain as imposed by law.

19.14 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

-17-

IN WITNESS WHEREOF, the party has executed this Agreement as of the date first set forth above, but actually on the dates set forth below.

MANAGER: AYRSHIRE LAND COMPANY
By	/s/    Stephen Addington
Title:	Agent
Date:	2/19/99
MEMBERS: AYRSHIRE LAND COMPANY
By	/s/    Stephen Addington
Title:	Agent
Date:	2/19/99
/s/    Peter K. Moran
Peter K. Moran
Date:	2/19/99
/s/    Wade S. McClure
Wade S. McClure
Date:	February 19, 1999
RAM RESOURCES, INC.
By	/s/    Regina McClure
Title:	President
Date:	2/19/99
/s/    J.W. Riccardi
J.W. Riccardi
Date:	2/19/99

-18-

ANNEX A TO OPERATING AGREEMENT

Member Name and Address	Capital Contribution [agreed value of property]		Participating Percentage
Ayrshire Land Company 1500 North Big Run Road Ashland, Kentucky 41102	$	5,000.00	1	%
Peter K. Moran S Players Club Drive B 204 Charleston, WV 25311	$	375,000.00	74.25	%
Wade S. McClure P. O. Box 183 Lewisburg, WV 24901	$	50,000.00	9.9	%
Ram Resources, Inc. P. O. Box 209 Lewisburg, WV 24901	$	50,000.00	9.9	%
J. W. Riccardi 1190 United Center 500 Virginia Street, East Charleston, WV 25301	$	25,000.00	4.95	%

-19-

EX-3.83

EXHIBIT 3.83

ARTICLES OF INCORPORATION

OF

HAZY RIDGE COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Hazy Ridge Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

1

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P.O. Box 3833, Charleston, West Virginia 25338.

The full name and address of the appointed person to whom notice of process may be sent is Fletcher A. Cooke, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

2

O. Eugene Kitts

P. O. Box 1951

Charleston, West Virginia 25327

Danny C. Cox

P. O. Box 1951

Charleston, West Virginia 25327

VI. The full name and address of the incorporator is:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board number, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except in the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 21st day of March 1995.

/s/ Fletcher A. Cooke

Incorporator

Articles of Incorporation prepared by:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

5

EX-3.84

EXHIBIT 3.84

BY-LAWS

OF

HAZY RIDGE COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Pettus. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 1:15 P. M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less man ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

-2-

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

-3-

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Stale of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article Ill shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

-4-

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best

-5-

interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall

-6-

be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

-7-

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

-8-

EX-3.85

EXHIBIT 3.85

ARTICLES OF INCORPORATION

OF

PROGRESS COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1 Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Progress Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. 156, Madison, West Virginia 25130.

The full name and address of the appointed person to whom notice of process may be sent is John M. Poma, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

Joseph G. Evans

HC 78, Box 7198

Madison, West Virginia 25130

VI. The full name and address of the incorporator is:

2

John M. Poma

P. O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such

3

court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 3rd day of February, 1998.

/s/ John M. Poma

Incorporator

Prepared by:

John M. Poma, Esq.

P. O. Box 26765

Richmond, Virginia 23261

4

ARTICLES Of AMENDMENT OF INCORPORATION OF

PROGRESS COAL COMPANY

Progress Coal Company, pursuant to authority granted to it to change its corporate name by West Virginia Code Section 31-1-106, adopts the following Articles of Amendment of Incorporation, FILED IN DUPLICATE:

1. The name of the Corporation is Progress Coal Company.

2. The adopted Amendment of Incorporation changes the name of the corporation to Highland Mining Company.

3. The shareholder adopted the Amendment on March 11, 1998.

4. 100 shares of stock of the corporation are issued and outstanding.

5. All 100 shares were voted for the Amendment.

THE UNDERSIGNED, for the purpose of adopting Articles of Amendment of Incorporation under the laws of West Virginia, do make and file these Articles of Amendment of Incorporation, and we have accordingly hereto set our hands this 20th day of March, 1998.

/s/ Joseph G. Evans

Joseph G. Evans, President

/s/ Roger L. Nicholson

Roger L. Nicholson, Secretary

EX-3.86

EXHIBIT 3.86

BY-LAWS

OF

PROGRESS COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Madison. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Friday in the month of May, in each year, at the hour of 1:00 A. M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any

1

adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

2

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the

3

annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall he signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

4

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

5

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

6

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

7

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

8

HIGHLAND MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Highland Mining Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Eric D. Salyer

Eric D. Salyer

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

9

EX-3.87

EXHIBIT 3.87

ARTICLES OF INCORPORATION

OF

HOPKINS CREEK COAL COMPANY

The undersigned incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Hopkins Creek Coal Company.

ARTICLE II

The duration of the Corporation shall be perpetual.

ARTICLE III

(a) The purposes for which the Corporation is organized are to engage in any business enterprise that the Board of Directors may from time to time deem beneficial, profitable and in the best interests of the Corporation, and to do all other things deemed by the Board of Directors to be necessary or desirable in connection with any of the Corporation’s business; including, without limitation: to acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or mineral estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals and mineral products and generally to buy, sell, handle and deal in the market in coal of all kinds; to purchase, acquire and contract for machinery, buildings, vehicles and equipment for mining and marketing coal; to construct and operate railways and tramways for mining and moving coal; to provide managerial services to coal mine operators; and to otherwise engage in the transaction of any or all lawful business for which corporations may be incorporated under Chapter 271A of the Kentucky Revised Statutes.

(b) The Corporation shall have all the powers conferred upon a corporation organized under the provisions of Chapter 271A of the Kentucky Revised Statutes, and shall have all the powers necessary, proper, convenient or desirable in order to fulfill and further the purposes of the Corporation.

ARTICLE IV

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10.00 each.

ARTICLE V

The address of the initial registered office of the Corporation shall be South Mayo Trail, P.O. Box 2057, Pikeville, Kentucky 41501, and its initial registered agent at that address shall be Victor E. Childers.

ARTICLE VI

The number of Directors constituting the initial Board of Directors shall be three, and the names and addresses of the persons who are to serve as the initial Directors are as follows:

1.	E. Morgan Massey
	4 North Fourth Street
	Richmond, Virginia 23261
2.	William Blair Massey
	4 North Fourth Street
	Richmond, Virginia 23261
3.	Victor E. Childers
	P.O. Box 2057
	Pikeville, Kentucky 40501

ARTICLE VII

The name and address of the Incorporator is William T. Watson, P.O. Box 2057, Pikeville, Kentucky 41501.

Signed by the Incorporator at Pikeville, Kentucky this 19^th day of July 1978.

/s/ William T. Watson

WILLIAM T. WATSON

EX-3.88

EXHIBIT 3.88

BY-LAWS

OF

HOPKINS CREEK COAL COMPANY

Article I.

Vote of Stockholders

1.1 Written Consent. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting upon execution by the stockholders of a consent in writing setting forth the action so taken.

1.2 Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the stockholder as of the last Friday in May if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

Article II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be three. (Handwritten: Amended 3/26/86 to read “one or more.”)

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

1

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholders.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which the Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn the meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday of May at 10:05 A.M. if that day is not a legal holiday. If it is, then the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixes by resolution of the Board. Meetings may be held at any time

2

without notice if all Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing same.

(b) Regular and special meetings of any committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meeting of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all of the Directors of a consent in writing setting forth the action so taken.

3

Article III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors or until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any office of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have the authority to fix the compensation of all officers of the Corporation.

4

Article IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed, and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholders upon the surrender of the mutilated certificates or upon satisfactory proof of such loss or destruction and the deposit of a bond in the form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed, and if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

Article V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5

5.3 Checks, Notes and Drafts. Checks, notes and drafts and other orders for the payment of money shall be signed by such persons as the Board may from time to time authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend, or repeal these By-Laws or adopt new By-Laws, subject to repeal or change by the action of the Stockholders.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President himself may attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated: August 8, 1978

6

HOPKINS CREEK COAL COMPANY

MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS

AUGUST 8, 1978

The first meeting of the Board of Directors of Hopkins Creek Coal Company (the Corporation), was held at the offices of A. T. Massey Coal Company, Inc., 4 N. 4th Street, Richmond, Virginia, on August 8, 1978 at 12:00 P.M., pursuant to written waiver of notice signed by each of the Directors named in the Articles of Incorporation, as set forth in the waiver of notice attached hereto and made a part hereof.

E. Morgan Massey served as Chairman of the meeting. Wm. Blair Massey served as Secretary and recorded the minutes. They, being two of the Directors named in the Articles of Incorporation, were present in person.

The Chairman said that the Secretary of State of Kentucky had issued a Certificate of Incorporation for the Corporation dated July 20, 1978. The Secretary was directed to place this Certificate in the minute book of the Corporation, together with the Articles of Incorporation and the minutes of this meeting.

The Chairman then said that it was in order to adopt By-Laws for the Corporation, and he presented to the meeting a form of such By-Laws. On motion made and seconded, the form so presented was adopted as the By-Laws of the Corporation, and the Secretary was directed to insert the By-Laws in the minute book.

The Chairman pointed out that it was necessary to elect officers for the Corporation. On motion made and seconded, the following persons were elected to the offices set opposite their names below, to serve until the first annual meeting of the Board of Directors and until their successors are elected:

Charles L. Hibbitts	President
Wm. Blair Massey	Secretary
William C. Askew	Treasurer
John T. Leyden	Ass’t. Treasurer

The Chairman then presented to the meeting a form of stock certificate. Upon motion made and seconded, the form so presented was adopted as a certificate for shares of the common stock of the Corporation, and the Secretary was directed to file a specimen thereof with the minutes of this meeting.

The Chairman next presented the attached letter to the Board from A. T. Massey Coal Company, Inc., (Massey), offering to subscribe for 100 shares of the common stock of the Corporation and to pay therefor $1000 in cash. Upon motion made and seconded, the following resolutions were unanimously adopted:

RESOLVED, that the offer (set forth in the subscription letter dated August 8, 1978, presented to this meeting and to be filed with the minutes hereof) of Massey to subscribe for 100 shares of common stock of the Corporation and to pay therefor $1000 in cash is hereby accepted; and further

RESOLVED, that the proper officers of the Corporation are hereby authorized and directed, upon receipt of the aforementioned consideration, to execute and deliver to such subscriber a proper stock certificate representing such shares, to execute all such further instruments and documents, and to take all such further action that they deem necessary or desirable to consummate the transactions approved in the foregoing resolution.

Next, on motion made and seconded, it was further resolved that the Corporation’s fiscal year would end on December 31 of each year.

There being no further business, on motion made and seconded, the meeting was adjourned.

/s/ Wm. Blair Massey

Wm. Blair Massey, Secretary

APPROVED:

/s/ E. Morgan Massey

E. Morgan Massey

Chairman

HOPKINS CREEK COAL COMPANY

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being the sole Director of Hopkins Creek Coal Company (the Corporation), and acting pursuant to KRS 271A.220, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ Diane C. Lively

Diane C. Lively

HOPKINS CREEK COAL COMPANY

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of Hopkins Creek Coal Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Baxter F. Phillips, Jr.

Baxter F. Phillips, Jr.

EX-3.89.1

EXHIBIT 3.89.1

ARTICLES OF INCORPORATION

OF

KNIGHT MINE DEVELOPMENT CO.

I. The undersigned agree to become a corporation by the name of Knight Mine Development Co.

II. The address of the principal office of said corporation will be located at P.O. Box 497, in the city, town or village of Sylvester, County of Boone, State of West Virginia, ZIP 25193.

III. The purpose or purposes for which corporation is formed are as follows: (See Schedule A Attached hereto).

IV. Provisions granting preemptive rights are: None.

V. Provisions for the regulation of the internal affairs of the corporation are: As contained in the By-Laws of the corporation.

VI. The amount of the total authorized capital stock of said corporation shall be Ten Thousand dollars, which shall be dividend into 100 shares of the par value of One Hundred (100.00) dollars each.

VII. The full names and addresses of the incorporator(s), including street and street numbers, if any, and the city, town or village, including ZIP number, the number of shares subscribed for by each are as follows:

NAME	ADDRESS	NO. OF SHARES (Optional)
Donald A. Lambert	2913 Kanawha Avenue, S.E. Charleston, West Virginia	—

VIII. The existence of this corporation is to be perpetual.

IX. The name and address of the appointed person to whom notice or process may be sent: SECRETARY OF STATE OF THE STATE OF WEST VIRGINIA.

X. The number of directors constituting the initial board of directors of the corporation is Three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify:

NAME	ADDRESS
W. Douglas Blackburn, Jr.	P.O. Box 497, Sylvester, West Virginia 25193
E. Morgan Massey	P.O. Box 26765, Richmond, Virginia 23261
Paul S. Barbery	P.O. Box 26765, Richmond, Virginia 23261

I/WE, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this Articles of Incorporation, and I/we have accordingly hereunto set our respective hands this 23^rd day of July, 1981.

Schedule A

III. Purposes for which Knight Mine Development Co., a corporation is formed are:

1. To acquire, hold, buy, sell, assign Deeds or Leases of natural resources and commodities and to mine, extract, produce, quarry, or otherwise take possession of coal, clay, stone, ore and minerals of every kind and description, and to buy sell, trade, exchange, or deal in and to act as agent, broker, factor, distributor or other representative entity in production, processing, purchase, sale, exchange of coal and all other products, natural resources or commodities.

2. To enter contracts with other business entities or individuals for the performance of any and all permissible commercial activities herein set forth or allowed under the laws of the State of West Virginia, the United Stated of America or elsewhere.

3. To acquire by purchase, subscription or otherwise, and to hold, sell, lease and dispose of real estate, personal property, stocks, bonds, securities and other evidences of debt and obligation; to become surety or guarantor for corporations and individuals on obligations not held by this corporation; to lend money to such corporations and individuals and to do any and all other acts or things for the preservation, protection, and improvement or enhancement of the value if any such real estate, personal property, stocks, bonds, securities or other properties, or which are designed for such purposes.

4. To borrow money and to execute notes, bonds and other evidences of indebtedness therefor, and to pledge, assign, convey and encumber the corporate properties and assets for the security thereof.

5. To exercise the enumerated powers, and all others necessary, needful, incident or pertaining thereto, at any place either within or without the State of West Virginia, wherever the same may be lawfully carried on.

ARTICLES OF AMENDMENT OF INCORPORATION OF

KNIGHT MINE DEVELOPMENT CO.

Knight Mine Development Co., pursuant to authority granted to it to change its corporate name by West Virginia Code Section 31-1-106, adopts the following Articles of Amendment of Incorporation,

FILED IN DUPLICATE:

1. The name of the Corporation is Knight Mine Development Co.

2. The adopted Amendment of Incorporation changes the name of the corporation to Independence Coal Company, Inc.

3. The shareholder adopted the Amendment on September 17, 1991.

4. 10 shares of stock of the Corporation are issued and outstanding.

5. All 10 shares were voted for the Amendment.

THE UNDERSIGNED, for the purpose of adopting Articles of Amendment of Incorporation under the laws of the State of West Virginia, do make and file these Articles of Amendment of Incorporation, and we have accordingly hereto set our hands this 17^th day of September, 1991.

/s/ Eugene Kitts

Eugene Kitts, President

/s/ Wm. Blair Massey

Wm. Blair Massey, Secretary

EX-3.89.2

EXHIBIT 3.89.2

BY-LAWS

OF

KNIGHT MINE DEVELOPMENT CO.

ARTICLE I.

Vote of Stockholder.

1.1. Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder of a consent in writing setting forth the action so taken.

1.2. Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2. Number of Directors. The number of Directors of the corporation shall be three.

2.3. Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4. Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such place within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 9:15 A.M., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegraph or telephone of all meetings of

- 2 -

the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5. Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6. Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

- 3 -

2.7. Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers.

3.1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same_. person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

- 4 -

ARTICLE IV.

Capital Stock.

4.1. Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3. Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1. Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

- 5 -

5.2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4. Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

Dated: July 24, 1981

- 6 -

KNIGHT MINE DEVELOPMENT CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Knight Mine Development Co. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ H. Drexell Short

Drexell Short

/s/ Wm. Blair Massey

Wm. Blair Massey

/s/ Paul S. Barbery

Paul S. Barbery

INDEPENDENCE COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Independence Coal Company, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Richard Zigmond	/s/ Stanley Suboleski
Richard Zigmond	Stanley C. Suboleski
/s/ H. Drexel Short
H. Drexel Short

INDEPENDENCE COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Independence Coal Company, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Mark A. Clemens

Mark A. Clemens

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ H. Drexel Short

H. Drexel Short

EX-3.90

EXHIBIT 3.90

ARTICLES OF INCORPORATION

OF

JACKS BRANCH COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Jacks Branch Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 567, Madison, West Virginia 25130.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of the people who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and shall be qualified are:

2

Mr. Danny C. Cox

P. O. Box 1951

Charleston, West Virginia 25327

Mr. O. Eugene Kitts

P. O. Box 1951

Charleston, West Virginia 25327

Mr. H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

VI. The full name and address of the incorporator is:

James L. Gardner, Esq.

P. O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably

3

incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 24^th day of May, 1994.

/s/ James L. Gardner

Incorporator

Articles of Incorporation prepared by:

James L. Gardner, Esq.

P. O. Box 26765

Richmond, Virginia 23261

5

EX-3.91

EXHIBIT 3.91

BY-LAWS

OF

JACKS BRANCH COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Madison. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the share-holders shall be held on the last Wednesday in the month of May, in each year, at the hour of 1:15 P.M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at

4

each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive

5

officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been

6

authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

7

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation, shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of

8

Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: May 25, 1994

9

JACKS BRANCH COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Jacks Branch Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Danny C. Cox	/s/ H Drexel Short
Danny C. Cox	H. Drexel Short

JACKS BRANCH COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Jacks Branch Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Danny C. Cox

Danny C. Cox

/s/ H. Drexel Short

H. Drexel Short

EX-3.92

EXHIBIT 3.92

ARTICLES OF INCORPORATION

OF

JOBONER COAL COMPANY

The undersigned incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Joboner Coal Company.

ARTICLE II

The duration of the Corporation shall be perpetual.

ARTICLE III

(a) The purposes for which the Corporation is organized are to engage in any business enterprise that the Board of Directors may from time to time deem beneficial, profitable and in the best interests of the Corporation, and to do all other things deemed by the Board of Directors to be necessary or desirable in connection with any of the Corporation’s business; including without limitation: to acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or mineral estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals and mineral products and generally to buy, sell, handle and deal in the market in coal of all kinds; to purchase, acquire and contract for machinery, buildings, vehicles and equipment for mining and marketing coal; to construct and operate railways and tramways for mining and moving coal; to provide managerial services to coal mine operators; and to otherwise engage in the transaction of any or all lawful business for which corporations may be incorporated under Chapter 271A of the Kentucky Revised Statutes.

(b) The Corporation shall have all the powers conferred upon a corporation organized under the provisions of chapter 271A of the Kentucky Revised Statutes, and shall have all the powers necessary, proper, convenient or desirable in order to fulfill and further the purposes of the Corporation.

ARTICLE IV

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10.00 each.

ARTICLE V

The address of the initial registered office of the Corporation shall be South Mayo Trial, P. O. Box 2805, Pikeville, Kentucky 41501, and its initial registered agent at that address shall be E. E. Glenn.

ARTICLE VI

The number of Directors constituting the initial Board of Directors shall be three, and the names and addresses of the persons who are to serve as the initial Directors are as follows:

1. E. Morgan Massey

4 North Fourth Street

Richmond, Virginia 23261

2. William Blair Massey

4 North Fourth Street

Richmond, Virginia 23261

2

3. Victor Childers

P. O. Box 2805

Pikeville, Kentucky 41501

ARTICLE VII

The name and address of the Incorporator is Charles L. Hibbitts, P. O. Box 2805, Pikeville, Kentucky 41501.

Signed by the Incorporator at Pikeville, Kentucky this 11^th day of June 1980.

        /s/ Charles L. Hibbitts

      CHARLES L. HIBBITTS

3

EX-3.93

EXHIBIT 3.93

BY-LAWS

OF

JOBONER COAL COMPANY

ARTICLE I.

Vote of Stockholder.

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without meeting upon execution by the Stockholder or a consent in writing setting forth the action so taken.

1.2 Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May if that day is not a legal holiday. If it is, then such consent shall be executed as the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the corporation shall be three. (handwritten change to “one” 4/15/85).

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 12:30 P.M., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

- 2 -

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all the Directors are present and no Director is attending for the express purpose of objection to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present shall constitute the act of the Committee.

- 3 -

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

- 4-

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

- 5 -

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the

- 6 -

premises. In lieu of such appointment the President may himself attend any meetings of the holders of Stock or other securities of any such other Corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

Dated: July 11, 1980

- 7 -

JOBONER COAL COMPANY

UNANIMOUS CONSENT OF STOCKHOLDER IN LIEU OF SPECIAL MEETING

APRIL 15, 1985

The undersigned, being the sole holder of all the outstanding capital stock of Joboner Coal Company (the Corporation), and acting pursuant to Chapter 271A, Section 665 of the Kentucky Revised Statutes, hereby agrees to the adoption of the following resolutions as of the above date:

RESOLVED, that ARTICLE II, SECTION 2.2 of the By-Laws be changed to read as follows:

“Number of Directors. The number of Directors of the Corporation shall be one.”

AND FURTHER RESOLVED, that Tommy Lee Dales is hereby elected as the sole Director of the Corporation, to serve until the next Annual Meeting of the Stockholder and until his successor is elected and qualified.

	SYCAMORE MINING CO.
By:	/s/ Paul S. Barbery
	Paul S. Barbery, President

JOBONER COAL COMPANY

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of Joboner Coal Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Baxter F. Phillips, Jr.

Baxter F. Phillips, Jr.

EX-3.94

EXHIBIT 3.94

ARTICLES OF INCORPORATION

OF

KANAWHA ENERGY COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Kanawha Energy Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the byproducts thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. Box 11174, Charleston, West Virginia 25339.

The full name and address of the appointed person to whom notice of process may be sent is Jeanne H. Woo, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

2

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

Randy Cunningham

P. O. Box 484

Omar, West Virginia 25638

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

3

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 9^th day February, 1999.

/s/    Roger L. Nicholson

            Incorporator

Prepared by:

Roger L. Nicholson, Esq.

P. O. Box 26765

Richmond, Virginia 23261

5

EX-3.95

EXHIBIT 3.95

BY-LAWS

OF

KANAWHA ENERGY COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in Kanawha County, West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 1:30 P. M, local time, beginning in 1999, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any

adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less man ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such

-2-

corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time

-3-

and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

-4-

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the

-5-

name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the

-6-

Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

-7-

KANAWHA ENERGY COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Kanawha Energy Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    H. Drexel Short

H. Drexel Short

/s/    Bennett K. Hatfield

Bennett K. Hatfield

/s/    Randy Cunningham

Randy Cunningham

-8-

EX-3.96

EXHIBIT 3.96

ARTICLES OF INCORPORATION

OF

UNITED REORGANIZATION CORPORATION

The undersigned hereby acts to form a stock corporation pursuant to the provisions of the Virginia Stock Corporation Act, and to that end sets forth the following:

1. The name of the corporation is:

United Reorganization Corporation.

2. The purposes for which the corporation is organized are as follows:

To carry on any business whatsoever that this corporation may deem proper and convenient pursuant to the laws of the Commonwealth of Virginia, and to have and to exercise all powers conferred by the laws of the state of Virginia on corporations formed under the laws pursuant to which and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended, and to do any and all things hereinabove set forth to the same extent and as fully as natural persons might or could do either alone or in connection with other persons, firms, associations, or corporations and in any part of the world.

3. The aggregate number of shares which the corporation shall have authority to issue are as follows:

Class	Number of Shares	Par Value
Common	5,000	$1.00

Each share of issued and outstanding stock shall have one (1) vote.

4. The address of the initial registered office of the corporation is c/o United Coal Company, Glenway Avenue, P. O. Box 1280, Bristol, Virginia 24203. The name of the city in which the initial registered office is located is Bristol. The name of the corporation’s initial registered agent is J. Thomas Fowlkes, who is a resident of Virginia and a member of the Virginia State Bar and whose address is the same as the address of the initial registered office of the corporation.

5. The number of directors constituting the initial board of directors is four (4), and

the names and addresses of the persons who are to serve as the initial directors are:

Name	Address
James W. McGlothlin	Bristol, Tennessee
Woodrow W. McGlothlin	Grundy, Virginia
N. D. Street	Grundy, Virginia
H. A. Street	Grundy, Virginia

6. The duration of the corporation is perpetual.

DATED this 17th day of November, 1986.

/s/ Anita W. Gilliam                

Anita W. Gilliam

Incorporator

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

UNITED REORGANIZATION CORPORATION

FIRST: The name of the corporation is United Reorganization Corporation.

SECOND: Paragraph (1) of the Articles of Incorporation shall be deleted in its entirety and a new paragraph (1) shall be substituted as follows:

“(1) The name of the corporation is United Coal Company.”

THIRD: The amendment shall be effective as of January 1, 1987.

FOURTH: The amendment was adopted by written consent of the sole shareholder without a meeting pursuant to Section 13.1-657 of the Virginia Stock Corporation Act on December 15, 1986.

IN WITNESS WHEREOF, said United Reorganization Corporation has caused these Articles of Amendment to be executed on this 16th day of December, 1986.

UNITED REORGANIZATION CORPORATION

By: /s/ James W. McGlothlin                

      James W. McGlothlin

      President

ARTICLES OF MERGER

MERGING

VALLEY COAL CORPORATION

(a Virginia Corporation)

INTO

UNITED COAL COMPANY

(a Virginia Corporation)

Pursuant to the provision of Section 13.1-720 of the Code of Virginia providing for the articles of merger or share exchange, the undersigned corporations hereby adopt the following Articles of Merger:

1. The Plan of Merger (the “Plan”) is attached hereto as Exhibit A.

2. Pursuant to Section 13.1-719 of the Code of Virginia, Shareholder approval is not required when merging a subsidiary into a parent corporation. United Coal Company is the sole shareholder of Valley Coal Corporation. The Board of Directors of United Coal Company, the sole shareholder of Valley Coal Corporation, approved the Plan by written consent on February 9, 1998.

Dated: February 9, 1998

        UNITED COAL COMPANY

By: /s/ Andrew Ashurst              

      President

By: /s/ Roger L. Nicholson        

      Secretary

        VALLEY COAL CORPORATION

By: /s/ Andrew Ashurst              

      President

By: /s/ Roger L. Nicholson        

      Secretary

PLAN OF MERGING

MERGING

VALLEY COAL CORPORATION

(a Virginia Corporation)

INTO

UNITED COAL COMPANY

(a Virginia Corporation)

FIRST: In accordance with the laws of the Commonwealth of Virginia, VALLEY COAL CORPORATION (“Valley”), a Virginia corporation, will merge into UNITED COAL COMPANY (the “Surviving Corporation”), a Virginia corporation, which will be the surviving corporation after Articles of Merger have been filed with the Secretary of State of Virginia and a certificate of merger has been issued by the Virginia State Corporation Commission, effective as of February 11, 1998 (the “Effective Date”). The merger shall have the effect set forth in Section 13.1-721 of the Code of Virginia.

SECOND: Valley is a wholly-owned subsidiary of the Surviving Corporation.

THIRD: On the Effective Date, the 1,000 shares of capital stock, $1.00 par value, of Valley held by the Surviving Corporation, which constitutes 100% of the outstanding shares of capital stock of Valley, shall, by virtue of the merger and without any action on the part of Valley or the Surviving Corporation, cease to be outstanding and shall be cancelled. The merger was adopted by the sole shareholder of the surviving corporation.

FOURTH: Upon completion of the merger, the Surviving Corporation shall change its name to Valley Coal Corporation, without any further action by either of the parties.

FIFTH: The Articles of Incorporation and By-Laws of the Surviving Corporation, as in effect immediately prior to the Effective Date, except as amended hereby, shall continue to be the Articles of Incorporation and By-Laws of the Surviving Corporation until they shall thereafter be duly altered, amended or repealed.

Dated: February 9, 1998

        UNITED COAL COMPANY

By: /s/ Andrew Ashurst              

      President

By: /s/ Roger L. Nicholson        

      Secretary

        VALLEY COAL CORPORATION

By: /s/ Andrew Ashurst              

      President

By: /s/ Roger L. Nicholson        

      Secretary

EX-3.97

EXHIBIT 3.97

AMENDED BY-LAWS

OF

UNITED COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Grundy. The Corporation may have such other offices, either within or without the Commonwealth of Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 3:00 P.M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the Commonwealth of Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

4

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President and a Secretary. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

5

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for

6

moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

7

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

8

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED:

9

KNOX CREEK COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Knox Creek Coal Corporation (the “Corporation”), and acting pursuant to Section 13.1-685 of the Code of Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ H. Drexel Short

H. Drexel Short

EX-3.98

EXHIBIT 3.98

ARTICLES OF INCORPORATION

OF

LAUREN LAND COMPANY

The undersigned Incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Lauren Land Company.

ARTICLE II

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10.00 each.

ARTICLE III

The address of the initial registered office of the Corporation shall be 1000 First Security Plaza, Lexington, Kentucky 40507 and its initial registered agent at that address shall be Charles E. Shivel, Jr.

ARTICLE IV

(1) The Corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and are reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner which he 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 his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or competed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that 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 circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to is subsection (1) or (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsection (1) or (2) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) By the shareholders.

(5) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding as authorized in the manner provided in subsection (4) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(8) For the purpose of this section, reference to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

(9) The Corporation eliminates or limits the personal liability of a director to the Corporation or its shareholders for monetary damages for breach of his duties as a director, except the liability of a directors:

(a) For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

(c) For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or

(d) For any transaction from which the director derived an improper personal benefit.

The above shall not eliminate or limit the liability of any director for any act or omission occurring prior to the effective date of these Articles of Incorporation. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS 271B.8-300.

ARTICLE V

The address of the principle office of the Corporation shall be 1000 First Security Plaza, Lexington, Kentucky 40507.

ARTICLE VI

The name and address of the Incorporator is Charles E. Shivel, Jr., 1000 First Security Plaza, Lexington, Kentucky 40507.

Signed by the Incorporator at Lexington, Kentucky, this 26^th day of November, 1991.

/s/    Charles E. Shivel, Jr.

Charles E. Shivel, Jr.

EX-3.99

EXHIBIT 3.99

BY-LAWS

OF

LAUREN LAND COMPANY

ARTICLE I.

Vote of Stockholder

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder or a consent in writing setting forth the action so taken.

1.2 Consent in lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May, if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

1

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 MEETINGS OF DIRECTORS.

(a) Meeting of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 9:30 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegram or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committee of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgement the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of thee certificate thereof, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V.

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin an the first day of November and end on the thirty-first day of October of each year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new By-Laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of the Corporation to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or

6

proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated:

7

LAUREN LAND COMPANY

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of Lauren Land Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December, 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

EX-3.100

EXHIBIT 3.100

READ CAREFULLY THE INSTRUCTIONS

AGREEMENT OF INCORPORATION

(See Arts. 2-9, both incl., of c. 31, also c. 33, Code, for previsions regarding certain corporations.)

I. The undersigned agree to become a corporation by the name of (1)

LAXARE, INC.

(1) The name of the corporation shall contain one of the words “association,” “company,” “corporation,” “club,” “incorporated,” “society,” “union,” or “syndicate,” or one of the abbreviations, “co.” or “inc.”; but no name shall be assumed already in use by another existing corporation of this State, or by a foreign corporation lawfully doing business in this State, or so similar thereto, in the opinion of the Secretary of State, as to lead to confusion.

II. The principal Office or Place of Business of said Corporation will be located at (1) No. U.S. Rt. 19 Professional Park Street, in the city (2) of Beckley in county of Raleigh and State of West Virginia. Its chief works will be located (3) in Professional Park, Beckley, West Virginia.

(1) Insert number and name of street, if in a city having street numbers, if not, strike out.

(2) Erase the word “city,” “town” or “village,” leaving the one required.

(3) Give location of chief works; if at the same place as principal office or place of business, say “Its chief works will be located at the same place.” If there be no chief works, say “Said corporation will have no chief works.” If chief works are in West Virginia, give name of magisterial district and county in which they are or will be located. In case of oil well, gas well,

or prospecting companies, and other like companies, where the chief works will be shifting, and in cases of companies that will have chief works, or works at different points in this State, say “chief works will be located in                      district, in                      county, State of West Virginia and elsewhere in said State.” If chief works are not to be in West Virginia, then it is only necessary to give the name of the State or county in which they will be located.

II. The objects for which this Corporation is formed are as follows:

To acquire by purchase, lease, land contracts or otherwise lands and any types of interest in lands and to own, hold, improve, develop and manage any real estate so acquired; and to erect or cause to be erected on any lands owned, held, or occupied by the corporation, buildings or other structures with their appurtenances and to manage, operate, lease, rebuild, enlarge or alter any buildings or other structures now or hereafter erected on any lands so owned, held, or occupied by the corporation and to sell, lease or otherwise convey any interest in lands or buildings acquired and to hold for investment or otherwise use or operate real estate of all kinds, improved or unimproved or any interest in real estate of any kind.

To acquire by purchase, lease or otherwise equipment of all types; to maintain and use such equipment; to lease or sell equipment or any interest therein.

To carry on the business of procuring, acquiring, buying, and selling timber and dealing in the products of timber or wood and to acquire, hold and use any and all leases, licenses, easements, rights, grants and such real and personal property necessary or required for such purposes.

To acquire by subscription, purchase, or otherwise, to hold for investment or for resale, to sell, pledge, hypothecate, and in all ways deal with stocks, scrip, bonds, consuls, debentures, mortgages, notes, trust receipts, certificates of indebtedness, and other obligations, and securities

of the corporation, private or public, to collect the interest and dividends on its holdings and the principal thereof when due; to do all things suitable and proper for the protection, conservation, or enhancement of the value of stock, securities, evidences of indebtedness, or other properties held by it including the exercise of the right to vote thereon; to bid upon the purchase at foreclosure or at other sales public or private, real property and rights and interest therein of all kinds; to purchase, acquire, hold and dispose of the stocks and bonds or other evidences of indebtedness of any corporation, domestic or foreign and issue in exchange therefor its stocks and bonds and other obligations.

To enter into and make all necessary contracts for its business with any person, entity, partnership, association, corporation, domestic or foreign, or of any political or administrative governmental subdivision or department, and to perform and carry out, assign, cancel, or rescind any such contracts; to do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes of the attainment of any of the objects or the furtherance of any of the objects herein set forth either alone or associated with others and incidental to or pertaining to or growing out of or connected with its business or powers provided the same be not inconsistent with the laws of the State of West Virginia.

The affairs and management of the business of this corporation shall be conducted by a board of directors whose number, term of office, qualifications shall be determined by its by-laws or any amendment thereto as provided by the by-laws. Each share of stock shall be entitled to one vote per share in all elections of directors of the corporation pursuant to Sec. 66, Art. 1, Ch. 31 of the West Virginia Code.

IV. The amount of the total authorized capital stock of said corporation shall be Five Thousand dollars, which shall be divided into 5,000 shares of the par value of One ($1.00) dollars each.

The amount of capital stock with which it will commence business is One Thousand Dollars ($1,000.00) being One Thousand (1,000) shares One Dollars ($1.00) each.

V. The names and post office addresses of the incorporators and the number of shares of stock subscribed for by each are as follows:

NAME (5)	P.O. ADDRESS (6)	No. of Shares Common Stock	No. of Shares Preferred Stock	Total No. of Shares
James C. Higgins	Professional Park, Beckley, W. Va.	499		499
John H. Gorman	Professional Park, Beckley, W. Va.	499		499
Bonnie J. Wood	Professional Park, Beckley, W. Va.	2		2

VI. The existence of this corporation is to be perpetual.

VII. For any additional provisions desired and which are authorized by law, see art. 1, c. 31, Code. Also set forth number of acres of land desired to be held in West Virginia, if such number be above 10,000 acres, pursuant to § 75, art. 12, c. 11, Code. If more space is required, add one or more sheets of paper this size.

WE, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of West Virginia do make and file this Agreement; and we have accordingly hereunto set our respective hands this 28^th day of April, 1966.

EX-3.101

EXHIBIT 3.101

BY-LAWS

OF

LAXARE, INC.

Article 1

The name of this corporation is Laxare, Inc.

Article 2

All meetings of the stockholders shall be held at the principal office of the corporation at 112 Professional Park, Beckley, West Virginia.

Article 3

Annual Meetings

The annual meeting of the stockholders of the corporation shall be held at 10:00 o’clock in the morning on the first Tuesday in June in each year if not a legal holiday and, if a legal holiday, then at the same time on the next succeeding day not a legal holiday. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual stockholders’ meeting.

Article 4

Special Meetings

Except as otherwise provided by law, special meetings of the stockholders of this corporation shall be held whenever called by the president or a vice-president or by the treasurer or by a majority of the board of directors or whenever one or more stockholders who are entitled to vote and who hold at least 10% of the capital stock issued and outstanding shall make written application therefore to the secretary or an assistant secretary stating the time, place, and purpose of the meeting called for.

Article 5

Notice of Stockholders’ Meetings

Notice of all stockholders’ meetings called, stating the time and the place, and the objects for which such meetings are called, shall be given by the president or a vice-president or the treasurer or the secretary or an assistant secretary or by any one or more stockholders entitled to call a special meeting of the stockholders by mail not less than ten nor more than forty days prior to the date of the meeting to each stockholder of record at his address as it appears on the stock books of the corporation, unless he shall have filed with the secretary of the corporation a written request, the request stating that notice intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. The person giving such notice shall make an affidavit in relation thereto.

Any meeting of which all stockholders shall at any time waive or have waived notice in writing shall be a legal meeting for the transaction of business, notwithstanding that notice has not been given as hereinbefore provided.

Article 6

Waiver of Notice

Whenever any notice whatever is required to be given by these by-laws, or the articles of incorporation of this corporation, or any of the corporation laws of the State of West Virginia, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Article 7

Quorum of Stockholders

Except as hereinafter provided and as otherwise provided by law, at any meeting of the stockholders a majority in interest of all the capital stock issued and outstanding shall constitute a quorum; but a less interest may adjourn any meeting and the meeting may be held as adjourned without further notice; provided, however, that directors shall not be elected at meetings so adjourned. When a quorum is present at any meeting, a majority in interest of the stock represented thereat shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the certificate of incorporation or of these by-laws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question.

Article 8

Proxy and Voting

Stockholders of record may vote at any meeting either in person or by proxy in writing, which shall be filed with the secretary of the meeting before being voted. Such proxies

shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof. No proxy shall be valid after the expiration of eleven months from the date of its execution unless the stockholder executing it shall have specified therein the length of time it is to continue in force, which shall be for some limited period. Each stockholder, except as hereinafter otherwise provided, shall be entitled to one vote for each share of stock held by him. At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock, multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or he may distribute them among the number to be voted for or any two or more of them, as he may see fit.

Article 9

Board of Directors

A board of directors shall be chosen by ballot at the annual meeting of the stockholders or any meeting held in place thereof as provided by law. The number of directors of this corporation shall be not less than three nor more than nine.

Each director shall serve until the next annual meeting of the stockholders and until his successor is duly elected and qualified. Directors need not be stockholders in the corporation. Directors shall be of full age and at least one of them shall be a citizen of the United States and a resident of the State of West Virginia.

Article 10

Powers of Directors

The board of directors shall have the entire management of the business of the corporation. In the management and control of the property, business, and affairs of the corporation, the board of directors is hereby vested with all the powers possessed by the corporation itself, so far as this delegation of authority is not inconsistent with the laws of the State of West Virginia, with the certificate of incorporation of the corporation, or with these by-laws. The board of directors shall have power to determine what constitutes net earnings, profits, and surplus, respectively, what amount shall be reserved for working capital and for any other purpose, and what amount shall be declared as dividends, and such determination by the board of directors shall be final and conclusive.

Article 11

Meetings

Regular meetings of the board of directors shall be held at such places in the State of West Virginia and at such times as the board by vote may determine and, if so determined, no notice thereof need be given. Special meetings of the board of directors may be held at any time or place in the State of West Virginia, whenever called by the president, a vice-president, the treasurer, the secretary, an assistant secretary or two directors, notice thereof being given to each

director by the secretary or an assistant secretary or an officer calling the meeting, or at any time without formal notice provided all the directors are present or those not present shall at any time waive or have waived notice thereof. Notice of special meetings, stating the time and place thereof, shall be given by mailing the same to each director at his residence or business address at least two days before the meeting, or by delivering the same to him personally or telegraphing the same to him at his residence or business address not later than the day before the day on which the meeting is to be held, unless, in case of emergency, the chairman of the board of directors or the president shall prescribe a shorter notice to be given personally or by telegraphing each director at his residence or business address. Such special meeting shall be held at such time and place as the notice thereof or waiver shall specify. The officers of the corporation shall be elected by the board of directors after its election by the stockholders, and a meeting may be held without notice for this purpose immediately after the annual meeting of the stockholders and at the same place.

Article 12

Quorum of Directors

A majority of the members of the board of directors as constituted for the time being shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought by law or by these by-laws.

Article 13

Officers

The officers of this corporation shall be a president, a vice-president, a secretary, and a treasurer. The board of directors, in its discretion, may elect a chairman of the board of directors, who, when present, shall preside at all meetings of the board of directors and who shall have such other powers as the board shall prescribe.

Article 14

Eligibility of Officers

The president and the chairman of the board of directors need not be stockholders but shall be directors of the corporation. The vice-president, secretary, treasurer, and such other officers as may be elected or appointed need not be stockholders or directors of the corporation. Any person may hold more than one office provided the duties thereof can be consistently performed by the same person.

Article 15

Additional Officers and Agents

The board of directors, at its discretion, may appoint a general manager, one or more assistant treasurers, and one or more assistant secretaries, and such other officers or agents as it may deem advisable and prescribe the duties thereof.

Article 16

President

The president shall be the chief executive officer of the corporation and, when present, shall preside at all meetings of the stockholders and, unless a chairman of the board of directors has been elected and is present, shall preside at meetings of the board of directors. The president or a vice-president, unless some other person is specifically authorized by vote of the board of directors, shall sign all certificates of stock, bonds, deeds, mortgages, extension agreements, modification of mortgage agreements, leases, and contracts of the corporation. He shall perform all the duties commonly incident to his office and shall perform such other duties as the board of directors shall designate.

Article 17

Vice-President

Except as especially limited by vote of the board of directors, any vice-president shall perform the duties and have the powers of the president during the absence or disability of the president and shall have the power to sign all certificates of stock, bonds, deeds, and contracts of the corporation. He shall perform such other duties and have such other powers as the board of directors shall designate.

Article 18

Secretary

The secretary shall keep accurate minutes of all meetings of the stockholders and the board of directors; and shall perform all the duties commonly incident to his office; and shall perform such other duties and have such other powers as the board of directors shall designate. The secretary shall have power, together with the president or a vice-president, to sign certificates of stock of the corporation. In his absence at any meeting, an assistant secretary or a secretary pro tempore shall perform his duties thereat. The secretary, any assistant secretary, and any secretary pro tempore shall be sworn to the faithful discharge of their duties.

Article 19

Treasurer

The treasurer, subject to the order of the board of directors, shall have the care and custody of the money, funds, valuable papers, and documents of the corporation (other than his own bond, if any, which shall be in the custody of the president); and shall have and exercise, under the supervision of the board of directors, all the powers and duties commonly incident to his office; and shall give bond in such form and with such sureties as shall be required by the board of directors. He shall deposit all funds of the corporation in such bank or banks, trust company or trust companies, or with such firm or firms, doing a banking business, as the directors shall designate. He may endorse for deposit or collection all checks and notes payable to the corporation or to its order, may accept drafts on behalf of the corporation and, together with the president or a vice-president, may sign certificates of stock. He shall keep accurate books of account of the corporation’s transactions, which shall be the property of the corporation, and, together with all its property in his possession, shall be subject at all times to the inspection and control of the board of directors.

All checks, drafts, notes, or other obligations for the payment of money shall be signed by such officer or officers or agent or agents as the board of directors shall by general or special resolution direct. The board of directors may also in its discretion require, by general or special resolutions, that checks, drafts, notes, and other obligations for the payment of money shall be countersigned or registered as a condition to their validity by such officer or officers or agent or agents as shall be directed in such resolution.

Article 20

Resignations and Removals

Any director or officer of the corporation may resign at any time by giving written notice to the corporation, to the board of directors, or the chairman of the board, or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the board of directors.

The stockholders, at any meeting called for the purpose, by vote of a majority of the stock issued and outstanding, may remove from office any officer elected or appointed by the stockholders or board of directors and elect or appoint his successor. The board of directors, by vote of not less than a majority of the entire board, may remove from office any officer or agent elected or appointed by it.

Article 21

Vacancies

If the office of any officer or agent becomes vacant by reason of death, resignation, removal, disqualification, or otherwise, the directors may, by vote of a majority of a

quorum, choose a successor or successors who shall hold office for the unexpired term. If there be less than a quorum of the directors but at least two directors at the time in office, the directors may, by a majority vote, choose a successor or successors who shall hold office for the unexpired term. Vacancies in the board of directors may be filled for the unexpired term by the stockholders at a meeting called for that purpose. Such vacancy may be filled by the directors in the event the stockholders have not acted within thirty days from the date of the vacancy. Vacancies resulting from an increase in the number of directors may be filled in the same manner.

Article 22

Certificates of Stock

Every stockholder shall be entitled to a certificate or certificates of the capital stock of the corporation in such form as may be prescribed by the board of directors, duly numbered and sealed with the corporate seal of the corporation and setting forth the number and kind of shares. Such certificates shall be signed by the president or a vice-president and by the treasurer or an assistant treasurer or the secretary or an assistant secretary.

Article 23

Transfer of Stock

Shares of stock may be transferred by delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by a written power of attorney to sell, assign, and transfer the same on the books of the corporation, signed by the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary federal and state transfer tax stamps affixed, and shall be transferable on the books of the corporation upon surrender thereof so assigned or endorsed. The person registered on the books of the corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares. It shall be the duty of every stockholder to notify the corporation of his post office address.

Article 24

Transfer Books

The transfer books of the stock of the corporation may be closed for such period, not exceeding forty days, in anticipation of stockholders’ meetings as the board of directors may determine. In lieu of closing the transfer books, the board of directors may fix a day not more than forty days prior to the day of holding any meeting of stockholders as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined, and only stockholders of record on such day shall be entitled to notice of or to vote at such meeting.

Article 25

Loss of Certificates

In case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms and conditions as the board of directors shall prescribe in such manner as shall not be inconsistent with the laws of the state of West Virginia.

Article 26

Seal

The seal of this corporation shall consist of a flat-faced, circular die with the following words and figures cut or engraved thereon:

Article 27

Amendments

The by-laws of the corporation, regardless of whether made by the stockholders or by the board of directors, may be amended, added to, or repealed by vote of the holders of not less than 66-2/3% of the issued and outstanding capital stock of this corporation, at any meeting of the stockholders, provided notice of the proposed change is given in the notice of the meeting or notice thereof is waived in writing.

LAXARE, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Laxare, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ R. Freal Mize

R. Freal Mize

EX-3.102

EXHIBIT 3.102

ARTICLES OF INCORPORATION

OF

LICK BRANCH COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of LICK BRANCH COAL COMPANY.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 308, Madison, West Virginia 25130.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of the people who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and shall be qualified are:

2

Mr. Samuel R. Kitts

P. O. Box 1951

Charleston, West Virginia 25327

Mr. O. Eugene Kitts

P. O. Box 1951

Charleston, West Virginia 25327

Mr. H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

VI. The full name and address of the incorporator is:

Fletcher A. Cooke, Esq.

P. O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably

3

incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and this Articles of Incorporation, and I have accordingly hereto set my hand this 1^st day of July, 1994.

/s/ Fletcher A. Cooke

Incorporator

Articles of Incorporation prepared by:

Fletcher A. Cooke, Esq.

P. O. Box 26765

Richmond, Virginia 23261

5

EX-3.103

EXHIBIT 3.103

BY-LAWS

OF

LICK BRANCH COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Madison. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 1:30 P.M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any

1

adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

2

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at

4

each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive

5

officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been

6

authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts. etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered

7

and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

8

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: July 11, 1994

9

LICK BRANCH COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Lick Branch Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Danny C. Cox	/s/ H. Drexel Short
Danny C. Cox	H. Drexel Short

LICK BRANCH COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Lick Branch Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Danny C. Cox

Danny C. Cox

/s/ H. Drexel Short

H. Drexel Short

EX-3.104

EXHIBIT 3.104

ARTICLES OF INCORPORATION

OF

LOGAN COUNTY MINE SERVICES, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Logan County Mine Services, Inc.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To provide managerial, administrative, accounting and other professional support services to affiliated companies;

2. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

3. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

4. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. Box 879, Stollings, West Virginia 25646.

The full name and address of the appointed person to whom notice of process may be sent is J. David Faulders, Esquire, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

David R. Brafford

P. O. Box 484

Omar, West Virginia 25638

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether

2

civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

2. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

4. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

3

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 3rd day of May, 2000.

/s/ Roger L. Nicholson

              Incorporator

Prepared by:

Roger L. Nicholson, Esq.

P. O. Box 26765

Richmond, Virginia 23261

4

EX-3.105

EXHIBIT 3.105

BY-LAWS

OF

LOGAN COUNTY MINE SERVICES, INC.

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Van. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Friday in the month of May, in each year, at the hour of 1:00 P. M, local time, beginning in 2000, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to

make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such

corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the

time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The

person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

LOGAN COUNTY MINE SERVICES, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Logan County Mine Services, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    H. Drexel Short

H. Drexel Short

/s/    Bennett K. Hatfield

Bennett K. Hatfield

/s/    Richard Zigmond

Richard Zigmond

EX-3.106

EXHIBIT 3.106

ARTICLES OF INCORPORATION

OF

LONG FORK COAL COMPANY

The undersigned Incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Long Fork Coal Company.

ARTICLE II

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10.00 each.

ARTICLE III

The address of the initial registered office of the Corporation shall be 1000 First Security Plaza, Lexington, Kentucky 40507 and its initial registered agent at that address shall be Charles E. Shivel, Jr.

ARTICLE IV

(1) The Corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise,

against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or competed action or suit by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that 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 circumstances of the case,

-2-

such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsection (1) or (2) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) By the shareholders.

(5) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding as authorized in the manner provided in subsection (4) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section.

(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of

-3-

shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee of agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of the status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(8) For the purpose of this section, reference to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served in the resulting or surviving corporation in the same capacity.

(9) The Corporation eliminates or limits the personal liability of a director to the Corporation or its shareholders for monetary damages for breach of his duties as a director, except the liability of a director:

(a) For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

-4-

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

(c) For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or

(d) For any transaction from which the director derived an improper personal benefit.

The above shall not eliminate or limit the liability of any director for any act or omission occurring prior to the effective date of these Articles of Incorporation. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS 271B.8-300.

ARTICLE V

The address of the principle office of the Corporation shall be 1000 First Security Plaza, Lexington, Kentucky 40507.

ARTICLE VI

The name and address of the Incorporator is Charles E. Shivel, Jr., 1000 First Security Plaza, Lexington, Kentucky 40507.

Signed by the Incorporator at Lexington, Kentucky, this 26^th day of November, 1991.

/s/    Charles E. Shivel, Jr.

Charles E. Shivel, Jr.

-5-

EX-3.107

EXHIBIT 3.107

BY-LAWS

OF

LONG FORK COAL COMPANY

ARTICLE I.

Vote of Stockholder.

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder or a consent in writing setting forth the action so taken.

1.2 Consent in lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May, if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

1

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 MEETINGS OF DIRECTORS.

(a) Meeting of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 10:00 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegram or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committee of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgement the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors, and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V.

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty first day of October of each year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new By-Laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of the Corporation to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or

6

proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated:

7

LONG FORK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Long Fork Coal Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ David Fields

David Fields

EX-3.108

EXHIBIT 3.108

ARTICLES OF INCORPORATION

OF

LYNN BRANCH COAL COMPANY, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Lynn Branch Coal Company, Inc.

II. The address of the principle office of said corporation shall be located at Massey Building, P. O. Box 26765, in the city of Richmond, and state of Virginia.

The address of the principle place of business of said corporation shall be located at Routs 49 South, in the city of Lobata, in the county of Mingo, and in the state of West Virginia.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars, and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. No shareholder or other person shall have any pre-emptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

2

1. A. The corporation shall indemnify each member of the Board and each officer of the corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary

3

expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

VI. The amount of the total authorized capital stock of said Corporation shall be one Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VII. The full name and address of the incorporator is: Paul S. Barbery, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of this Corporation is to be perpetual.

IX. The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be one or more, and the names and addresses of the persons who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

Mr. Bennett K. Hatfield

P. O. Box 722

Matewan, West Virginia 25677

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 21^st day of February, 1990.

/s/ Paul S. Barbery

Incorporator

Articles of Incorporation prepared by:

Paul S. Barbery

Attorney-at-Law

P. O. Box 26765

Richmond, Virginia 23261

5

EX-3.109

EXHIBIT 3.109

BY-LAWS

OF

LYNN BRANCH COAL COMPANY, INC.

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Richmond, State of Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:15 A.M., local time, beginning in 1990, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjourment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at

each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board Directors, shall be elected annually at the first of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds,

contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively,

if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: February 26, 1990 (handwritten)

LYNN BRANCH COAL COMPANY, INC.

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being the sole Director of Lynn Branch Coal Company, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Hiram Mahon

Hiram Mahon

LYNN BRANCH COAL COMPANY, INC.

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of Lynn Branch Coal Company, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bruce A. Johnson

Bruce A. Johnson

EX-3.110

EXHIBIT 3.110

ARTICLES OF INCORPORATION

OF

MAJESTIC CONTRACTORS, INC

We, the undersigned natural persons of the age of twenty-one years of more, at least two of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

NAME

The name of the corporation is MAJESTIC CONTRACTORS, INC.

ARTICLE TWO

PERIOD OF INCORPORATION

The period of its duration is perpetual.

ARTICLE THREE

PURPOSES

The purpose of purposes for which the corporation is organized are:

To contract for the erection, construction or repair of any building, structure or improvement, public or private, and erect, construct or repair same or any part thereof and to acquire, own and prepare for use any materials for said purposes;

To acquire, lease purchase construct, manufacture or otherwise obtain and to hold, own, maintain, operate, use and otherwise enjoy or deal in and to sell, invest in, convey, transfer, exchange, pledge, mortgage or otherwise dispose of any works, plants, apparatus, devices, appliances, facilities, goods, wares and merchandise and personal property of every class and description;

To prospect, explore and drill for, discover, produce, extract, mine, mill, separate, convert, smelt, refine, dissolve, reduce, treat, manufacture, store, use, lend, process, sell, transport, distribute, market, exploit, exchange, transfer, mortgage, encumber

and otherwise deal with, use and dispose of petroleum, oil, natural gas, gas, liquid or gaseous hydrocarbons, uranium, thorium and all other fissionable materials, coal and any other minerals or mineral solutions or products or by-products thereof; provided, however, the corporation may not engage in the oil pipe line business in the State of Texas;

To acquire, bring together, lease, purchase or otherwise obtain and to hold, own, maintain, manage, control, exploit, operate, use and otherwise deal in and to sell, convey, transfer, exchange, pledge, mortgage or otherwise dispose of royalty and other interests in minerals and to collect the revenue arising therefrom;

To carry on generally the business of trucking and transporting goods, wares and merchandise and to contract with persons, firm; or corporations for the carriage and transport of any goods, chattels, money, packages and parcels and to carry on the business of owners and operators of omnibuses, cabs, drays, motor buses, auto drays, motor trucks, ships and other vessels and any other private or public conveyances, subject to the regulatory or licensing laws of the State of Texas or other state, territory, dominion, province, nation or sovereignty having jurisdiction over such business;

To acquire by purchase, subscription, contract or otherwise, and to hold, sell, exchange, mortgage, pledge or otherwise dispose of, or turn to account or realize upon, and generally, to deal in and with, all forms of securities, including, but not by way of limitation, shares, stocks, bonds, debentures, coupons, notes, scrip, mortgages, evidences of indebtedness, commercial paper, certificates of indebtedness and certificates of interest issued or created in any and all parts of the world by corporations, associations, partnerships, firms, trustees, syndicates, individuals, governments, states, municipalities, and other political and governmental divisions and subdivisions, or by any combinations, organizations, or entities whatsoever, or issued or created by others, irrespective of their form or the name by which they may be described, and all trust participation and other certificates of, and receipts evidencing interest in, any such securities;

To lend its money and to act as agent or broker for others in the procuring of loans or money for loans or in the payment of bills or accounts. To loan its funds and make advances to any person, firm, corporation or association upon security of the undertaking, property, estate, assets and effects, or any part thereof, of such person, firm, corporation or association, secured by mortgage on real or personal property, assignment of salary or wages, earned or to be earned, or upon other security, or without security, and to hold, realize upon, or dispose of any security for loans;

To purchase or in any manner acquire, invest in, finance, own, hold, make loans or borrow money upon, realize upon, sell, pledge, mortgage, exchange, and generally trade in and deal in and with acceptances, notes, drafts, warehouse receipts, mechanics liens, open accounts, claims, book debts, bills of lading, installment contracts of all kinds, leases, real estate mortgages, chattel mortgages, conditional

2

sales agreements, lien notes, commercial accounts, accounts receivable, commercial paper and evidences of indebtedness, contracts, agreements and negotiable or non-negotiable paper or instruments of every kind and character evidencing or connected with the purchase, sale, exchange or otherwise dealing with choses in action, chattels, and property of all kinds, real, personal or mixed, which may be pledged, mortgaged or otherwise placed as security for the payment thereof, and to realize upon any of the foregoing or upon the property which constitutes the security therefor;

To engage in the production, purchase, manufacture, processing, transportation, rental and sale of equipment, commodities, materials, goods, wares and merchandise;

To enter into, make and perform contracts of every kind and description, as principal or agent, with any person, firm, association, corporation, municipality, country, state, nation, dominion, province, or government or colony or dependency thereof;

To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, use, pledge, lease, assign or otherwise dispose of, formulas, secret processes, distinctive marks, improvements, processes, trade-marks, trade names, copyrights, patents, licenses, concessions, and the like, whether used in connection with or secured under letters patent of or issued by any country or authority or otherwise; and to issue, exercise, develop and grant licenses in respect thereof or otherwise turn the same into account;

To lease, purchase, acquire, erect or repair any building or improvement and to accumulate and lend money for said purposes and to lease, purchase, sell, improve and subdivide real property in Texas, in towns, cities and villages whether incorporated or unincorporated and their suburbs as permitted by the Texas Statutes; and to lease, purchase or otherwise acquire and to own, use, hold, sell, convey, lease, mortgage, work, improve and develop real property outside the State of Texas;

In general, to carry out any other business in connection with the foregoing, to carry out all purposes and activities either directly or through ownership of stock in any other corporation, and to have and exercise all the powers conferred by the laws of Texas upon corporations formed under the Texas Business Corporation Act and to do any and all things hereinbefore set forth to the same extent as natural persons might or could do both within and without the state; but the corporation shall exercise no power nor carry on any activity prohibited to corporations by Texas law.

3

ARTICLE FOUR

SHARES

The aggregate number of shares which this corporation shall have authority to issue is ten thousand (10,000) of the par value of One Dollar ($1.00) each.

ARTICLE FIVE

COMMENCEMENT OF BUSINESS

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00) consisting of money, labor done, or property actually received, which sum is not less than One Thousand Dollars ($1,000.00).

ARTICLE SIX

POST OFFICE ADDRESS AND AGENT

The post office address of its initial registered office is 1107 South Coast Building, Houston, Texas, and the name of its initial Registered Agent at such address is Will Sears.

ARTICLE SEVEN

BYLAWS

The Board of Directors shall have full power to adopt, alter, amend or repeal the bylaws of the corporation, subject to the continuing authority of the shareholders, exercised at any regular or special meeting to alter, amend or repeal the bylaws adopted by the directors and adopt new by-laws. The shareholders, however, shall have the power at any annual or special meeting to remove any director for any cause and no by-law shall be adopted restricting such right.

4

ARTICLE EIGHT

EXECUTIVE COMMITTEE

The Board of Directors may adopt a resolution designating three directors to constitute an Executive Committee which committee shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Corporation except where action of the Board of Directors is specified by the Texas Business Corporation Act or other applicable law. Such Executive Committee may be abolished at any time by resolution of the Board of Directors.

ARTICLE NINE

VACANCY ON BOARD

A vacancy occurring on the Board of Directors shall be filled by election of the shareholders at a special meeting called for that purpose; but the Board of Directors may fill a vacancy temporarily until the meeting of shareholders.

ARTICLE TEN

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Every Director or Officer of this corporation shall be indemnified by this corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director or officer of this corporation, or any settlement thereof, whether or not he is a director or officer at the time such expenses are incurred, except in such cases wherein the director or officer is adjudged guilty of wilful misfeasance of malfeasance in the performance of his duties; provided, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves

5

such settlement and reimbursement as being for the best interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled.

ARTICLE ELEVEN

RELATIONS OF OFFICERS AND DIRECTORS WITH CORPORATION

No director or officer of this corporation shall, in the absence of fraud, be disqualified by the office from dealing or contracting with this corporation either as vendor, purchaser or otherwise, nor in the absence of fraud, shall any contract, transaction or act of this corporation be void or voidable or affected by reason of the fact that any such director of officer, or any firm of which any such director or officer shall be a amber or an employee, or any corporation of which any such director or officer is an officer, director, stockholder or employee, has any interest in such contract, transaction or act, whether or not adverse to the interest of the corporation, even though the vote of the director or directors, officer or officers having such interest shall have been necessary to obligate the corporation upon such contract, transaction or act; and no director or directors, or officer or officers having such interest shall be liable to the corporation or to any stockholder or creditor thereof, or to any other person for any loss incurred by it or by reason of any such contract, transaction, or act; nor shall any such director or directors, or officer or officers, be accountable for any gains or profits realized thereon.

ARTICLE TWELVE

DIRECTORS

The number of directors constituting the initial Board of Directors is five (5) and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

6

Name	Address
L. R. Perini	32 Maugus Avenue
	Wellesley Hills, Mass.
A. D. McKee	96 Cheltenham Drive
	Toronto, Ontario, Canada
W. M. Doyle	86 Chatsworth Drive
	Toronto, Ontario, Canada
C. A. Callahan	2105 Glenforest Crescent,
	Oakville, Ontario, Canada
W. A. Rose	1 Abrams Place
	Willowdale, Ontario, Canada

ARTICLE THIRTEEN

INCORPORATORS

The names and addresses of the incorporators are:

Name	Address
Will Sears	1608 Cherryhurst
	Houston, Texas
Robert L. Burns	7719 Betty Jane
	Houston, Texas
W. Ervin James	5511 Wilers Way
	Houston, Texas

IN WITNESS WHEREOF, we have hereunto set our hands, this 8^th day of December, 1958.

/s/ Will Sears

/s/ Robert L. Burns

/s/ W. Ervin James

7

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

MAJESTIC CONTRACTORS, INC.

PURSUANT to the provisions of Art. 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation which delete and repeal the sixth, seventh and eighth purpose clauses of Article Three of its Articles of incorporation relating to acquiring or selling stocks, bonds and securities; lending its money or acting as agent or broker in lending money; and acquiring, investing in or trading notes, commercial paper, evidences of indebtedness and the like.

ARTICLE ONE. The name of the corporation is MAJESTIC CONTRACTORS, INC.

ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on December 21^st, 1959:

The Articles of Incorporation are hereby amended by deleting therefrom the sixth, seventh and eighth purpose clauses of Article Three, which purpose clauses read as follows:

“To acquire by purchase, subscription, contract or otherwise, and to hold, sell, exchange, mortgage, pledge or otherwise dispose of, or turn to account or realize upon, and generally, to deal in and with, all forms of securities, including, but not by way of limitation, shares, stocks, bonds, debentures, coupons, notes, scrip, mortgages, evidences of indebtedness, commercial paper, certificates of indebtedness and certificates of interest issued or created in any and all parts of the world by corporations, associations, partnerships, firms, trustees, syndicates, individuals, governments, states, municipalities, and other political and governmental divisions and subdivisions, or by any combinations, organizations, or entities whatsoever, or issued or created by others, irrespective of their form or the name by which they may be described, and all trust participation and other certificates of, and receipts evidencing interest in, any such securities;

To lend its money and to act as agent or broker for others in the procuring of loans or money for loans or in the payment of bills or accounts. To loan its funds and make advances to any person, firm, corporation or association upon security of the

undertaking, property, estate, assets and effects, or any part thereof, of such person, firm, corporation or association, secured by mortgage on real or personal property, assignment of salary or wages, earned or to be earned, or upon other security, or without security, and to hold, realize upon, or dispose of any security for loans;

To purchase or in any meaner acquire, invest in, finance, own, hold, make loans or borrow money upon, realize upon, sell, pledge, mortgage, exchange, and generally trade in and deal in and with acceptances, notes, drafts, warehouse receipts, mechanics liens, open accounts, claims, book debts, bills of lading, installment contracts of all kinds, leases, real estate mortgages, chattel mortgages, conditional sales agreements, lien notes, commercial accounts, accounts receivable, commercial paper and evidences of indebtedness, contracts, agreements and negotiable or non-negotiable paper of instruments of every kind and character evidencing or connected with the purchase, sale, exchange or otherwise dealing with choses in action, chattels, and property of all kinds, real, personal or mixed, which may be pledged, mortgaged or otherwise placed as security for the payment thereof, and to realize upon any of the foregoing or upon the property which constitutes the security therefor;”

and, as amended by the deletion of said purpose clauses, said Article Three shall hereafter read as follows:

ARTICLE THREE

PURPOSES

The purpose or purposes for which the corporation is organized are:

To contract for the erection, construction or repair of any building, structure or improvement, public or private, and erect, construct or repair same or any part thereof and to acquire, own and prepare for use any materials for said purposes;

To acquire, lease, purchase, construct, manufacture or otherwise obtain and to hold, own, maintain, operate, use and otherwise enjoy or deal in and to sell, invest in, convey, transfer, exchange, pledge, mortgage or otherwise dispose of any works, plants, apparatus, devices, appliances, facilities, goods, wares and merchandise and personal property of every class and description;

To prospect, explore and drill for, discover, produce, extract, mine, mill, separate, convert, smelt, refine, dissolve, reduce, treat, manufacture, store, use, lend, process, sell, transport, distribute, market, exploit, exchange, transfer, mortgage, encumber and otherwise deal with, use and dispose of petroleum, oil, natural gas, gas, liquid or gaseous hydrocarbons, uranium, thorium and all other fissionable materials, coal and any other minerals or mineral solutions or products or by-products thereof; provided, however, the corporation may not engage in the oil pipe line business in the State of Texas;

2

To acquire, bring together, lease, purchase or otherwise obtain and to hold, own, maintain, manage, control, exploit, operate, use and otherwise deal in and to sell, convey, transfer, exchange, pledge, mortgage or otherwise dispose of royalty and other interests in minerals and to collect the revenue arising therefrom;

To carry on generally the business of trucking and transporting goods, wares and merchandise and to contract with persons, firms or corporations for the carriage and transport of any goods, chattels, money, packages and parcels and to carry on the business of owners and operators of omnibuses, cabs, drays, motor buses, auto drays, motor trucks, ships and other vessels and any other private or public conveyances, subject to the regulatory or licensing laws of the State of Texas or other state, territory, dominion, province, nation or sovereignty having jurisdiction over such business;

To engage in the production, purchase, manufacture, processing, transportation, rental and sale of equipment, commodities, materials, goods, wares and merchandise;

To enter into, make and perform contracts of every kind and description, as principal or agent, with any person, firm, association, corporation, municipality, country, state, nation, dominion, province, or government or colony or dependency thereof;

To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, use, pledge, lease, assign or otherwise dispose of, formulas, secret processes, distinctive marks, improvements, processes, trade-marks, trade names, copyrights, patents, licenses, concessions, and the like, whether used in connection with or secured under letters patent of or issued by any country or authority or otherwise; and to issue, exercise, develop and grant licenses in respect thereof or otherwise turn the same into account;

To lease, purchase, acquire, erect or repair any building or improvement and to accumulate and lend money for said purposes and to lease, purchase, sell, improve and subdivide real property in Texas, in towns, cities and villages whether incorporated or unincorporated and their suburbs as permitted by the Texas Statutes; and to lease, purchase or otherwise acquire and to own, use, hold, sell, convey, lease, mortgage, work, improve and develop real property outside the State of Texas;

In general, to carry out any other business in connection with the foregoing, to carry out all purposes and activities either directly or through ownership of stock in any other corporation, and to have and exercise all the powers conferred by the laws of Texas upon corporations formed under the Texas Business Corporation Act

3

and to do any and all things hereinbefore set forth to the same extent as natural persons might or could do both within and without the state; but the corporation shall exercise no power nor carry on an activity prohibited to corporations by Texas law.”

ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was One Thousand (1,000); and the number of shares entitled to vote thereon was One Thousand (1,000).

ARTICLE FOUR. The holders of all of the shares outstanding and entitled to vote on said amendment have signed a consent in writing adopting said amendment.

DATED December 21, 1959.

MAJESTIC CONTRACTORS, INC.
By	/s/ W.A. Rose
	Its                      President
and	/s/ R.J. Thithey
	Its Assistant Secretary

4

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

MAJESTIC CONTRACTORS, INC.

Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE. The name of the corporation is Majestic Contractors, Inc.

ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on December 10, 1970:

ARTICLE ONE of the Articles of Incorporation is hereby amended so as to read as follows:

“The name of the corporation is Majestic Mining, Inc.”

ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was One Thousand (1,000); and the number of shares entitled to vote thereon was One Thousand (1,000).

ARTICLE FOUR. The holders of all of the shares outstanding and entitled to vote on said amendment have signed a consent in writing adopting said amendment.

Dated December 10, 1970.

MAJESTIC CONTRACTORS, INC.
By	/s/ Charles J. Patterson
	Its Vice President
And	/s/ R.A.M.
	Its Assistant Secretary

EX-3.111

EXHIBIT 3.111

RESTATED

BYLAWS

MAJESTIC CONTRACTORS, INC.

ARTICLE ONE

Names, Seal and Fiscal Year

Section 1.01 The name of the corporation is Majestic Mining, Inc.

Section 1.02 The seal of the corporation shall be circular in form and mounted upon a metal die, suitable for impressing the same on paper. The name “Majestic Mining, Inc.” shall appear about the upper periphery of the seal and the word “Texas” shall appear about the lower periphery. In the center of the seal shall appear a five point star.

Section 1.03 The fiscal year of the corporation shall begin on the 1st day of November in each year and end on the 31st day of October in the next year.

ARTICLE TWO

Capital Stock

Section 2.01 No business shall be commended until the corporation has issued 1000 shares of common stock and received into its Treasury not less than One Thousand Dollars in cash.

Section 2.02 The Capital Stock, including both authorized but previously unissued shares, as well as treasury shares, may be issued for such consideration, not less than the par value thereof, as shall be fixed from time to time by the Board of Directors.

Section 2.03 The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable. Neither promissory notes nor future services shall constitute payment or part payment for shares of the corporation. In the absence of fraud in the transaction, the judgment of the Board of Directors or the shareholders, as the case may be, as to the value of the consideration for shares shall be conclusive. No certificate shall be issued for any share until such share is fully paid.

Section 2.04 Each holder of the capital stock of the corporation shall be entitled to a certificate signed by the President and the Secretary or an Assistant Secretary of the corporation,

and sealed with the seal of the corporation, certifying the number of shares owned by him in the corporation. Such certificate shall be substantially in the form marked “Specimen” annexed to these Bylaws and incorporated by reference herein.

Section 2.05 The shares of the corporation shall be transferable only on the books of the corporation upon surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by his duly authorized attorney.

ARTICLE THREE

Shareholders Meetings

Section 3.01 Meetings of the shareholders of^. the corporation shall be held at such time and at such location as determined by the Board of Directors, with notice of meeting to the shareholders as required by Article 2.25 of the Texas Business Corporation Act.

Section 3.02 The annual meeting of the shareholders shall be held at ten o’clock a.m. on the 3rd day of February of each year, or on such other day in February of any year as the Board of Directors may designate for such year, with notice to the shareholders as required by Section 3.04.

Section 3.03 Special meetings of the shareholders may be called by the President, the Board of Directors or the holders of not less than one-tenth of all of the shares of the corporation.

Section 3.04 Notice of the place, day and hour of any shareholders’ meeting shall be given as required by Article 2.25 of the Texas Business Corporation Act.

Section 3.05 Nothing contained in these Bylaws shall be construed to require any actual meeting of shareholders in any case where all of the shareholders entitled to vote on any action shall, without a meeting, sign a consent in writing thereto as provided in Article 9.10 of the Texas Business Corporation Act.

Section 3.06 Each owner or holder of common stock shall be entitled to one vote for each share of stock standing in his name. Cumulative voting not being granted by the Articles of Incorporation is therefore denied.

Section 3.07 For the purpose of determining shareholders entitled to notice of or to vote at any meeting or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination or shareholders for any proper purpose, a record date is hereby established thirty days prior to the action to be taken and the shareholders entitled to receive notice, to vote, etc., shall be determined as of such record date.

Section 3.08 The owners or holders of a majority of the shares, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

- 2 -

ARTICLE FOUR

The Board of Directors

Section 4.01 The business and affairs of the corporation shall be managed by a Board of one or more Directors who need not be residents of the State of Texas or shareholders of the corporation.

Section 4.02 Members of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until their successors shall have been elected and qualified. At the first annual meeting of shareholders, and at each annual meeting thereafter, the shareholders shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office for the term for which he is elected and until his successor shall be elected and qualified.

Section 4.03 Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 4.04 Meetings of the Board of Directors of the corporation, regular or special, may be held either within or without the State of Texas.

Section 4.05 The Board of Directors shall meet each year immediately after the annual meeting of the shareholders at such time and at such location as determined by the Board of Directors for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.

Section 4.06 Other meetings of the Board of Directors may be held upon notice by letter, telegram, cable, or radiogram, delivered for transmission not later than during the third day immediately preceding the day for such meeting, or by word of mouth, telephone, or radiophone received not later than during the second day immediately preceding the day for such meeting, upon the call of the Chairman of the Board, the President or Secretary of the corporation, at any place within or without the State of Texas. Notice of any other meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to such notice, whether before or after the time of such meeting, and shall be equivalent to the giving of such notice. Attendance of a Director at such meeting shall constitute a waiver of notice thereof, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business, because such meeting is not lawfully convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting. The affidavit of the Secretary of the corporation stating the mode and time of the giving of notice to any Director, the content of each notice, and the fact that such notice was given to all Directors in accordance with this Section may be incorporated in the Minute Book and shall constitute prima facia evidence of the truth of the facts therein stated in any action of legal proceeding in which the proper giving of notice to any or all Directors is attacked.

- 3 -

Section 4.07 A majority of the number of Directors fixed by the Code of Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors.

Section 4.08 At any annual or special meeting, the shareholders of the corporation shall have the power to remove any Director for any cause. The office of a Director shall be deemed vacated:

(a) if he becomes bankrupt or suspends payment or compounds with his creditors or makes an authorized assignment or is declared insolvent;

(b) if he is found to be a lunatic or becomes of unsound mind; or

(c) if by notice in writing to the company he resigns his office.

ARTICLE FIVE

The Officers

Section 5.01 The Officers of the corporation shall consist of a President, Secretary, Treasurer, and such other Officers and Assistant Officers and agents as may be deemed necessary by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. Officers other than the President need not be Directors of the corporation.

Section 5.02 Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the corporation, or otherwise, the same shall be filled by the Board of Directors, and the Officer so elected shall hold office until his successor is chosen and qualified.

Section 5.03 The President shall be chosen from among the Directors and shall preside over all meetings of the Directors and shall preside at all meetings of shareholders and discharge all the duties which devolve upon a presiding Officer, and perform such other duties as this Code of Bylaws provides or the Board of Directors may prescribe. The President shall have full authority to execute proxies on behalf of the corporation, to vote stock owned by it in any other corporation, and to execute, with the Secretary, powers of attorney appointing other corporations, partnership, individuals the agent of the corporation, all subject to the provisions of the Texas Business Corporation Act, as amended, the Articles of Incorporation and these Bylaws.

Section 5.04 The Secretary shall attend all meetings of the shareholders and of the Board of Directors, and shall keep, or cause to be kept in a book, provided for the purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees appointed by the Board of Directors, when required. He shall attend to the giving and serving of all notices of the corporation, and shall perform such other duties as this Code of Bylaws may require or the Board of Directors may prescribe.

- 4 -

Section 5.05 The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the corporation. He shall be the legal custodian of all moneys, notes, securities and other valuables which may, from time to time, come into the possession of the corporation. He shall immediately deposit all funds of the corporation coming into his hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep such bank account in the name of the corporation. He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the corporation, and shall perform such other duties as this Code of Bylaws may require or the Board of Directors may prescribe. The Treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors.

ARTICLE SIX

Remuneration of Directors and Officers

Section 6.01 The remuneration to be paid to the Directors shall be such as the Board shall, from time to time, determine and such remuneration shall be in addition to the salary paid to any officer of the company who is also a member of the Board. The Directors may also, by resolution, award special remuneration to any Director undertaking any special service on the company’s behalf other than the routine work ordinarily required by a Director of the company and confirmation of any such resolution or resolutions by the stockholders shall not be required. The Directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the company.

Section 6.02 The remuneration of the Officers shall be fixed, from time to time, by the Board of Directors and the Officers shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the company.

ARTICLE SEVEN

Submission of Contracts or

Transactions to Shareholders for Approval

Section 7.01 The Board in its discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the shareholders or at any special general meeting of the shareholders called for the purpose of considering the same and any contract, act or transaction that shall be approved or ratified by a resolution passed by a majority of the votes cast at any such meeting shall be as valid and binding upon the company and upon all the shareholders as though it had been approved or ratified by every shareholder of the company.

- 5 -

ARTICLE EIGHT

Voting Shares and

Securities in other Companies

Section 8.01 Any shares of stock issued by any other corporation and owned or controlled by the corporation may be voted at any shareholders’ meeting of such other corporation by the President of the corporation, if he be present; or, in his absence, by such person as the President and Secretary of the corporation shall, by duly executed proxy, designate to represent the corporation at such shareholders’ meeting.

ARTICLE NINE

Books and Records

Section 9.01 The minutes of the proceedings of the shareholders and Board of Directors of the corporation and the record of the shareholders of the corporation required to be kept by Article 2.44 of the Texas Business Corporation Act shall be kept at the registered office of the corporation in Texas. The books and records of Account also required to be kept by Article 2.44 shall be kept at the principal place of business of the corporation.

ARTICLE TEN

Executive Committee

Section 10.01 If the Board of Directors adopts a Resolution designating three Directors to constitute an Executive Committee, the Secretary shall maintain a record of the acts of the Executive Committee in the minute book of the corporation. The Executive Committee may act in formal meeting by resolutions entered in the minutes or the Executive committee may act by consent in writing signed by all three members of the Committee, record of which shall be placed in the minute book. As provided by the Articles of Incorporation, the Executive Committee shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the corporation except where action of the Board of Directors is specified by the Texas Business Corporation Act and other applicable law. Such Executive Committee may be abolished at any time by resolution of the Board of Directors.

ARTICLE ELEVEN

Borrowing of Money

Section 11.01 The Directors of the company may, from time to time:

(a) Borrow money upon the credit of the company;

(b) Limit or increase the amount to be borrowed;

- 6 -

(c) Issue debentures or other securities of the company and pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;

(d) Mortgage, hypothecate, charge or pledge all or any of the real and personal property undertaking the rights of the company to secure any such debentures or other securities or any money borrowed or any other liability of the company.

Nothing in this Bylaw contained shall limit or restrict the borrowing of money by the company on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the company.

Section 11.02 The Directors may, from time to time, authorize any Director or Directors, Officer or Officers, employee of the company, or other person or persons, whether connected with the company or not, to make arrangements with reference to the money borrowed or to be borrowed as aforesaid, and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the company as the Directors of the company may authorize, and generally to manage, transact and settle the borrowing of money by the company.

Section 11.03 The Directors may, from time to time, authorize any Director or Directors, office or officers, employee of the company or other person or persons, whether connected with the company or not, to sign, execute and give on behalf of the company all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue checks, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments, and the same and all renewals thereof or substitutions therefor so signed shall be binding upon the company.

Section 11.04 The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the company possessed by its Directors or Officers independently of a borrowing Bylaw.

ADOPTED by Resolution of Board of Directors and the Shareholder by written agreement in lieu of meeting, the 10^th day of June, 1988.

/s/ Wm Blair Massey

SECRETARY

- 7 -

CONSENT

Pursuant to Article 9.10 of the Texas Business Corporation Act, Perini Corporation, owner of all outstanding shares of Majestic Mining, Inc., a Texas corporation, does hereby consent in writing to the adoption of the following resolution:

SHAREHOLDERS RESOLUTION NO. 78-2

RESOLVED THAT:

1. The formal holding of a special meeting of shareholders prescribed by Section 3.03 of the By-Laws be, and the same is hereby waived.

2. That Article Four, the Board of Directors, Section 4.01, of the By-Laws of this Corporation be, and it hereby is, amended to read as follows:

The business and affairs of the Corporation shall be managed by a Board of four Directors who need not be residents of the State of Texas or shareholders of the Corporation.

The said shareholder has consented that such action be taken without any meeting of shareholders and has instructed the Secretary or Assistant Secretary to insert this consent in the minute book of said Majestic Mining, Inc.

DATED THIS 9TH DAY OF MAY, 1978

PERINI CORPORATION
By	/s/ David B. Perini
	David B. Perini

CONSENT

Pursuant to Article 9.10 of the Texas Business Corporation Act, Perini Corporation, owner of all outstanding shares of Majestic Mining, Inc., a Texas corporation, does hereby consent in writing to the adoption of the following resolution:

SHAREHOLDERS RESOLUTION NO. 83-2

RESOLVED THAT:

1. The formal holding of a special meeting of shareholders prescribed by Section 3.03 of the By-Laws be, and the same is hereby waived.

2. That Article Four, the Board of Directors, Section 4.01, of the By-Laws of this Corporation be, and it hereby is, amended to read as follows:

The business and affairs of the Corporation shall be managed by a Board of three Directors who need not be residents of the State of Texas or shareholders of the Corporation.

The said shareholder has consented that such action be taken without any meeting of shareholders and has instructed the Secretary or Assistant Secretary to insert this consent in the minute book of said Majestic Mining, Inc.

DATED THIS 3rd day of February 1983.

PERINI CORPORATION
By	/s/ David B. Perini
	David B. Perini

CONSENT

Pursuant to Article 9.10 of the Texas Business Corporation Act, Perini Corporation, owner of all outstanding shares of Majestic Mining, Inc., a Texas corporation, does hereby consent in writing to the adoption of the following resolution:

SHAREHOLDERS RESOLUTION NO. 85-2

RESOLVED THAT:

1. The formal holding of a special meeting of shareholders prescribed by Section 3.03 of the By-Laws be, and the same is hereby waived.

2. That Article Four, the Board of Directors, Section 4.01, of the By-Laws of this Corporation be, and it hereby is, amended to read as follows:

The business and affairs of the Corporation shall be managed by a Board of two Directors who need not be residents of the State of Texas or shareholders of the Corporation.

The said shareholder has consented that such action be taken without any meeting of shareholders and has instructed the Secretary or Assistant Secretary to insert this consent in the minute book of said Majestic Mining, Inc.

DATED THIS 3^rd day of February 1984.

PERINI CORPORATION
By	/s/ David B. Perini
	David B. Perini

MAJESTIC MINING, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Majestic Mining, Inc. (the “Corporation”), and acting pursuant to Article 9.10 of the Texas Business Corporation Act in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Roger L. Nicholson

Roger L. Nicholson

EX-3.112

EXHIBIT 3.112

ARTICLES OF INCORPORATION

OF

MARFORK COAL COMPANY, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Marfork Coal Company, Inc.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at P. O. Box 1949, in the city of Charleston, and state of West Virginia, 25327.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the Director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

Jeffrey A. Wilson

P. O. Box 1949

Charleston, West Virginia 25327

VI. The full name and address of the incorporator is:

Paul S. Barbery

P. O. Box 26765

Richmond, Virginia 23261

2

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such

3

court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnifcation shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 26th day of March, 1993

/s/ Paul S. Barbery

Incorporator

Articles of Incorporation prepared by:

Paul S. Barbery

P. O. Box 26765

Richmond, Virginia 23261

4

EX-3.113

EXHIBIT 3.113

BY-LAWS

OF

MARFORK COAL COMPANY, INC.

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Charleston, State of West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 9:00 A.M., local time, beginning in 1994, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at

4

each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall nave been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive

5

officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been

6

authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or, by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered

7

and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

8

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED:

9

MARFORK COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Marfork Coal Company, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

    /s/ John Christopher Adkins

John Christopher Adkins

    /s/ H. Drexel Short

H. Drexel Short

    /s/ Johnny R. Jones

Johnny R. Jones

EX-3.114

EXHIBIT 3.114

ARTICLES OF INCORPORATION

OF

MARTIN COUNTY COAL CORPORATION

The undersigned Incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Martin County Coal Corporation.

ARTICLE II

The duration of the Corporation shall be perpetual.

ARTICLE III

The Corporation shall have all the powers conferred upon a corporation organized under the provisions of Chapter 271(A), Section 4 of the Kentucky Revised Statutes, and shall have all the powers necessary, proper, convenient or desirable in order to fulfill and further the purposes of the Corporation.

ARTICLE IV

The number of shares that the Corporation shall have authority to issue shall be 2000 shares of the par value of $1,000.00 each.

ARTICLE V

(1) The Corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner which he 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 his conduct was unlawful.

(2) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to 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 he is or was a director, officer, employee or agent 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application

2.

that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsection (1) or (2) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties in such action, suit or proceeding, or

(b) By the shareholders.

(5) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding as authorized in the manner provided in subsection (4) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section.

3.

(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(8) For the purposes of this section, references to “the corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request 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 or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

4.

ARTICLE VI

The address of the registered office of the Corporation shall be HC-69, Box 640, Route 40, Inez, Kentucky 41224. and its registered agent at that address shall be Raymond A. Bradbury.

ARTICLE VII

The number of Directors shall be fixed by the By-laws.

5.

EX-3.115

EXHIBIT 3.115

BY-LAWS

OF

MARTIN COUNTY COAL CORPORATION

ARTICLE I.

Vote of Stockholder

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder or a consent in writing setting forth the action so taken.

1.2 Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such consent shall be executed as the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the corporation shall be three or more as shall be fixed by the holder from time to time.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 9:15 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal”, the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

(a) Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the

holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

Dated:                 , 1984

MARTIN COUNTY COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Martin County Coal Corporation (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ H. Drexel Short

H. Drexel Short

/s/ Sidney R. Young, III

Sidney R. Young, III

EX-3.116

EXHIBIT 3.116

ARTICLES OF INCORPORATION

OF

MASSEY COAL SALES COMPANY, INC.

I. The name of the Corporation is Massey Coal Sales Company, Inc.

II. The purpose for which the Corporation is formed is to transact any or all lawful business, not required to be specifically stated in these Articles, for which corporations may be incorporated under the Virginia Stock Corporation Act, as amended from time to time including without limitation the purchase, sale, import and export of cannel, bituminous, and other coal, in the state of Virginia and elsewhere in the United States or in any foreign country.

III. The number of shares which the Corporation shall have authority to issue shall be 1,000 shares of the par value of $1.00 each.

IV. The initial registered office shall be located at The Massey Building, P.O. Box 26765 Fourth and Main Streets in the City of Richmond, Virginia 23261, and the initial registered agent shall be Wm. Blair Massey, who is a resident of Virginia and a Director of the Corporation, and whose business address is the same as the address of the initial registered office.

V. The number of Directors constituting the initial Board of Directors shall be three, and the names and addresses of the persons who are to serve as the initial Directors are as follows:

Thurston R. Moore

707 East Main Street

Richmond, Virginia 23212

Priscilla A. Burbank

707 East Main Street

Richmond, Virginia 23212

Wm. Blair Massey

Massey Building, P.O. Box 26765

Fourth and Main Streets

Richmond, Virginia 23261

VI. (1) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in the manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner he 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 his conduct was unlawful.

(2) Notwithstanding the provisions of section (1) of this Article, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(3) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in section (1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under sections (1) and (2) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such sections (1) and (2). Such determination shall be made (a) by the Corporation’s Board of

Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, and a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (c) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

(5) Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid (but shall not hereby be required to be paid) by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in section (4) of this Article, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.

(6) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in section (1) who 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, arbitrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in section (1). The provisions of sections (2) through (5) of this Article shall be applicable to any indemnification provided hereafter pursuant to this section (6).

(7) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

(8) Every reference herein to director, officer, employee or agent shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article.

Dated: June 8, 1981

/s/ Priscilla A. Burbank

Priscilla A. Burbank, Incorporator

EX-3.117

EXHIBIT 3.117

BY-LAWS

OF

MASSEY COAL SALES COMPANY, INC.

ARTICLE I.

Meetings of Stockholders.

1.1 Places of Meetings. All meetings of the stockholders shall be held at such place, either within or without the State of Virginia, as from time to time may be fixed by the Board of Directors.

1.2 Annual Meetings. The annual meeting of the stockholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year on the last Wednesday in May, at 12:30 p.m., if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.

1.3 Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Vice-Chairman of the Board or the President, by a majority of the Board of Directors, or by stockholders together holding at least one-tenth of the number of shares of capital stock of the Corporation at the time outstanding and entitled to vote with respect to the business to be transacted at such meetings. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4 Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the stockholders and, in case of a special meeting, the purpose or

purposes for which the meeting is called, shall be mailed not less than ten nor more than fifty days before the date of the meeting to each stockholder of record entitled to vote at such meeting, at his address which appears in the stock transfer books of the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the stockholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.5 Quorum. Any number of stockholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the stockholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend.

1.6 Voting. At any meeting of the stockholders each stockholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than fifty days prior to such meeting, fixed by the Board of Directors, for the purpose of determining stockholders entitled to vote, as the date on which the stock transfer books of the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the stockholder entitled to vote or his duly authorized attorney in fact.

1.7 Inspectors. An appropriate number of inspectors for any meeting of stockholders may be appointed by the Chairman of such meeting. Inspectors so appointed will

-2-

open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors constituting the Board of Directors shall be three.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected at each annual meeting of stockholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of stockholders holding a majority of the shares entitled to vote at an election of Directors.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

-3-

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of stockholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the State of Virginia and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the Vice-Chairman of the Board, the President or any one of the Directors. The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Eligibility for Service as a Director. No person who shall have attained the age of 70 years shall be eligible for election as a Director of the Corporation. Any person elected a Director prior to age 70 shall retire from the Board upon attaining that age, provided that any person serving as a Director on the date of the adoption of this By-law shall be entitled to serve out his term regardless of age.

-4-

ARTICLE III.

Committees.

3.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect an Executive Committee which shall consist of not less than two Directors, including the President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these By-laws, provided that the Executive Committee shall not have power to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

3.2 Finance Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect a Finance Committee which shall consist of not less than two Directors. The Finance Committee shall consider and report to the Board with respect to plans for corporate expansion, capital structure and long-range financial requirements. The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Corporation as may be requested by the Board or the appropriate officers of the Corporation. The Committee shall report periodically to the Board of Directors on all action which it may have taken.

-5-

3.3 Other Committees. The Board of Directors, by resolution duly adopted, may establish such other standing or special committees of the Board as it may deem advisable, consisting of not less than two Directors; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

3.4 Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

3.5 Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the committee.

3.6 Term of Office. Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

3.7 Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

3.8 Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors.

-6-

ARTICLE IV.

Officers.

4.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

4.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

4.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4.4 Duties of the President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management and direction of the business and operations of the Corporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a Director, and, except as otherwise provided in

-7-

these By-laws or in the resolutions establishing such committees, he shall be ex officio a member of all Committees of the Board. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

4.5 Duties of the Vice-Presidents. Each Vice-President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Vice-President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

4.6 Duties of the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties

-8-

incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Finance Committee or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

4.7 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and stockholders of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these By-laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

4.8 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

-9-

ARTICLE V.

Capital Stock.

5.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

5.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

-10-

5.4 Closing of Transfer Books and Fixing Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE VI.

Miscellaneous Provisions.

6.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

-11-

6.2 Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

6.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

6.4 Amendment of By-laws. Unless proscribed by the Articles of Incorporation, these By-laws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these By-laws. The stockholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any By-laws and to enact By-laws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

6.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, if any, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the

-12-

President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

ARTICLE VII.

Emergency By-laws.

The Emergency By-laws provided in this Article VII shall be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding Articles of these By-laws or in the Articles of Incorporation of the Corporation or in the Virginia Stock Corporation Act (other than those provisions relating to emergency by-laws). To the extent not inconsistent with these Emergency By-laws, the By-laws provided in the preceding articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency By-laws shall cease to be operative unless and until another such emergency shall occur.

During any such emergency:

(a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other persons referred to in (b) below.

-13-

(b) At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of Directors fixed at the time by Article II of the By-laws. If the Directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, to the number necessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority:

(i) Vice-Presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii) All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(iii) Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c) The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do.

-14-

No officer, Director or employee acting in accordance with these Emergency By-laws shall be liable except for willful misconduct.

These Emergency By-laws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency By-laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

DATED:     June 17, 1981

-15-

MASSEY COAL SALES COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Massey Coal Sales Company, Inc., (the Corporation), and acting pursuant to Section 13.1-685 of the Code of Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ L. Ellis Dusenbury

L. Ellis Dusenbury

/s/ David H. Few

David H. Few

/s/ Thomas A. McQuade

Thomas A. McQuade

MASSEY COAL SALES COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Massey Coal Sales Company, Inc. (the “Corporation”), and acting pursuant to Section 13.1-685 of the Code of Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Thomas J. Smith

Thomas J. Smith

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ C. Michael Allen

C. Michael Allen

EX-3.118

EXHIBIT 3.118

ARTICLES OF INCORPORATION

OF

MASSEY COAL SERVICES, INC.

Pursuant to Section 27, Article 1, Chapter 31 of the Code of West Virginia, the undersigned incorporator hereby adopts the following Articles of Incorporation, filed in duplicate.

I.

The name of the Corporation is Massey Coal Services, Inc.

II.

The period of duration of the Corporation is perpetual.

III.

The address of the principal office of the Corporation is P. O. Box 338, Madison (Boone County)            , West Virginia 25130; the name and address of the appointed person to whom notice or process shall be sent is Massey Coal Services, Inc., c/o Mr. C. R. Holbrook, Madison, West Virginia 25130.

IV.

The purposes of the Corporation are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or minerals estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals and mineral products and generally to buy, sell, handle, and deal in the market in coal of all kinds; to purchase, acquire and contract for machinery, buildings, vehicles and equipment for mining and marketing coal; to construct and operate railways and tramways for mining and moving coal; and to provide managerial and engineering services in regard to the mining and processing of coal to coal mine operators.

2. To have and to exercise all the powers now or hereafter conferred by the laws of West Virginia upon corporations organized pursuant to the laws thereof and any amendments and supplements thereto.

V.

The amount of the total authorized capital stock of the Corporation shall be $5,000.00, which shall be divided into five thousand (5,000) shares of the par value of One Dollar ($1.00) each.

VI.

The name and address of the incorporator is as follows:

Charles Q. Gage

1500 One Valley Square

Charleston, West Virginia 25301

There shall be three Directors constituting the initial Board of Directors of the Corporation, and the names and addresses of those persons who are to serve until the first annual meeting of the shareholders of the Corporation or until their successors are duly elected and qualify, are as follows:

E. Morgan Massey	Partridge Hill
	Route 2, River Road
	Richmond, Virginia 23233
James B. Crawford	12 Buck Branch Drive
	Richmond, Virginia 23233
Wm. Blair Massey	8904 Highfield Road
	Richmond, Virginia 23229

2

The undersigned, for the purpose of forming a corporation under the laws of West Virginia, does make and file these Articles of Incorporation, and accordingly, has hereunto set his hand this 28th day of August, 1978.

Articles of Incorporation prepared by:	/s/ Charles Q. Gage
	Charles Q. Gage

Charles Q. Gage

1500 One Valley Square

Charleston, West Virginia 25301

3

EX-3.119

EXHIBIT 3.119

BY-LAWS

OF

MASSEY COAL SERVICES, INC.

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be three.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May (beginning in 1979 at 12:10 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

- 2 -

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for their attendance at all meetings but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

- 3 -

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate-officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

- 4 -

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanies by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

- 5-

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment or money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a Stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment, the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated: August 31, 1978

- 6 -

MASSEY COAL SERVICES, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Massey Coal Services, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ E. Morgan Massey

E. Morgan Massey

/s/ Paul S. Barbery

Paul S. Barbery

/s/ Wm. Blair Massey

Wm. Blair Massey

- 7 -

MASSEY COAL SERVICES, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Massey Coal Services, Inc. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ H. Drexel Short	/s/ Don L. Blankenship
H. Drexel Short	Don L. Blankenship
/s/ Stanley C. Suboleski
Stanley C. Suboleski

MASSEY COAL SERVICES, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Massey Coal Services, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ H. Drexel Short

H. Drexel Short

EX-3.120

EXHIBIT 3.120

ARTICLES OF INCORPORATION

OF

MASSEY GAS & OIL COMPANY

The undersigned, acting pursuant to the Business Corporation Law of Louisiana, adopts the following articles of incorporation.

ARTICLE I

Name

The name of the corporation is Massey Gas & Oil Company (the “Corporation”).

ARTICLE II

Purpose

The purpose of the Corporation is to engage in any lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana.

ARTICLE III

Capital

The Corporation shall have the authority to issue an aggregate of 100 shares of Common Stock, no par value per share.

ARTICLE IV

Limitation of Liability and Indemnification

A. Limitation of Liability. No director of the Corporation shall be liable to the Corporation or to its shareholders for monetary damages for breach of his fiduciary duty as a director, provided that the foregoing provision shall not eliminate or limit the liability of a director for (1) any breach of his duty of loyalty to the Corporation or its shareholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) liability for unlawful distributions of the Corporation’s assets to, or redemptions or repurchases of the Corporation’s shares from shareholders of the Corporation, under and to the extent provided in La.R.S. 12:92(D); or (4) any transaction from which he derived an improper personal benefit. If, after the date hereof, the Louisiana Business Corporation Law is amended to authorize further elimination or limitation the personal liability of directors, then the Liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Louisiana Business Corporation Law, as so amended.

B. Indemnification. Subject to such limitations as may be determined by the Board of Directors (provided that no change in such limitations may adversely affect any claim to indemnification that arises prior to such change), the Corporation shall indemnify each of its directors, for actions or omissions in his capacity as director or for actions or omissions in any capacity held at the request of the Corporation, to the full extent from time to time permitted by law, and may so indemnify each of its directors, against any expenses or costs, including

attorney’s fees, actually or reasonably incurred by him in connection with any threatened, pending or completed claim action, suit or proceeding, whether criminal, civil, administrative or investigative against such person or as to which he is involved solely as a witness or person required to give evidence.

These Articles of Incorporation are dated June 17, 2003.

/s/ William Backstrom

William M. Backstrom, Jr.
Incorporator

201 St. Charles Ave., Suite 5100

New Orleans, LA 70170

2

EX-3.121

EXHIBIT 3.121

BY-LAWS

OF

MASSEY GAS & OIL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Mandeville. The Corporation may have such other offices, either within or without the State of Louisiana, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 1:30 P. M., local time, beginning in 2004, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Louisiana, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of

shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such

2

corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of Louisiana, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the

3

annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Louisiana, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Louisiana, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article Ill shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

4

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

5

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the

6

corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation maybe fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

7

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

8

EX-3.122

EXHIBIT 3.122

ARTICLES OF INCORPORATION

OF

MASSEY NEW ERA CAPITAL CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be Massey New Era Capital Corp.

II. The address of the principal office of the corporation will be located at 4 North Fourth Street, P. O. Box 26765, Richmond, Virginia 23261.

The address of the principal place of business of the corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which this corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the

Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2

VI. The amount of the total authorized capital stock of said Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into six thousand (6000) shares of the par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Fletcher A. Cooke, Esq., 4 N. Fourth Street, Richmond, Virginia 23219.

VIII. The existence of the corporation shall be perpetual.

IX. The full name and address of the appointed person to whom notice or process may be sent is Assistant General Counsel, P. O. Box 26765, Richmond, Virginia 23261.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	4 N. Fourth Street
	Richmond, Virginia 23219
Bennett K. Hatfield	4 N. Fourth Street
	Richmond, Virginia 23219
Baxter F. Phillips, Jr.	4 N. Fourth Street
	Richmond, Virginia 23219

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 6^th day of December, 1994.

/s/ Fletcher A. Cooke

Incorporator

3

Articles of Incorporation prepared by:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

4

EX-3.123

EXHIBIT 3.123

BY-LAWS

OF

MASSEY NEW ERA CAPITAL CORP.

ARTICLE I

VOTE OF STOCKHOLDERS

1.1 Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be_. held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 2:30 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall begin on November l, of each year and end on October 31 of each successive year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

6

MASSEY NEW ERA CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Massey New Era Capital Corp. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article II Section 2.3 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Shareholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Shareholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

MASSEY NEW ERA CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Massey New Era Capital Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Johnny Robertson

Johnny Robertson

EX-3.124

EXHIBIT 3.124

ARTICLES OF INCORPORATION

OF

MASSEY CONSULTING SERVICES, INC.

We hereby associate ourselves to form a stock corporation under the provisions of Chapter 9, Title 13.1-619, of the Code of Virginia for 1950, as amended, and to that end set forth the following:

(a) The name of the corporation shall be Massey Consulting Services, Inc.

(b) The powers of this corporation shall be the general powers of similar corporations as defined in Title 13.1, Sec. 620 of the Code of Virginia for 1950, as amended.

(c) The aggregate number of shares of stock which the corporation shall have authority to issue are as follows:

Class	Number of Shares	Par Value
Common	100	$	10.00

(d) The initial registered office of the corporation shall be P. O. Box 26765, 4 North Fourth Street, Richmond, Virginia 23219, in the city of Richmond, Virginia.

The name of the initial registered agent of the corporation at such address is John M. Poma, who is a resident of the State of Virginia and a member of the Virginia State Bar.

The incorporator has signed the Articles of Incorporation this 25th day of November, 1996.

/s/ John M. Poma

John M. Poma, Incorporator

ARTICLES OF AMENDMENT OF

MASSEY CONSULTING SERVICES, INC.

The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:

ONE

The name of the corporation is Massey Consulting Services, Inc.

TWO

In order to change its name, paragraph (a) of the Articles of Incorporation of Massey Consulting Services, Inc., shall be deleted in its entirety and replaced with the following:

“The name of the corporation shall be Massey Technology Investments, Inc.”

THREE

The foregoing amendment was adopted on January 16, 2003 by the board of directors and the sole shareholder of the corporation.

The undersigned president declares that the facts herein stated are true as of January 16, 2003.

MASSEY CONSULTING SERVICES, INC.
By:	/s/ Stanley Suboleski
	Stanley C. Suboleski
	President

EX-3.125

EXHIBIT 3.125

BY-LAWS

OF

MASSEY CONSULTING SERVICES, INC.

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Richmond. The Corporation may have such other offices, either within or without the Commonwealth of Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 2:15 P.M., local time, beginning in 1997, or at such other time on such other day within such month as shall be fixed by the Board of Directors for the purpose of electing^-directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the Commonwealth of Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

4

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

5

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all, meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for

6

moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

7

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

8

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: November 27, 1996

9

MASSEY CONSULTING SERVICES, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Massey Consulting Services, Inc. (the “Corporation”), and acting pursuant to Section 13.1-685 of the Code of Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Michael D. Bauersachs

Michael D. Bauersachs

EX-3.126

EXHIBIT 3.126

ARTICLES OF INCORPORATION

OF

MENEFEE LAND COMPANY, INC.

We, the undersigned natural persons, each more than twenty-one years of age, acting as incorporators in order to organize and establish a corporation under and pursuant to the Colorado Corporation Code, hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of the corporation is: Menefee Land Company, Inc.

ARTICLE II

The period of duration of the corporation shall be perpetual.

ARTICLE III

The purposes for which the corporation is organized are as follows:

A. To acquire, lease, sell, explore, develop, mine, operate and otherwise deal with coal properties and to purchase, sell, use and otherwise dispose of production therefrom;

B. To purchase or otherwise acquire, and to own, hold, manage, manufacture, develop and sell, lease, encumber or otherwise dispose of and deal in personal property of every kind and description, tangible or intangible and including, but not limited to, stock, stock rights, options or warrants, debentures, bonds, and other obligations and securities of corporations or other entities, whether in connection with or incident or related to the foregoing purposes or otherwise;

C. To purchase or otherwise acquire, and to own, hold, manage, develop and sell, lease, encumber or otherwise dispose of and deal in real property, whether improved or

unimproved, and any interest therein, of every kind and description, whether in connection with or incident or related to the foregoing purposes or otherwise;

D. To invest, or behalf of itself or others, in any form, any part of its capital and such additional funds ass it may obtain, in any corporation, association, partnership, organization, venture, or entity of any kind or character and otherwise acquire such interests therein as the Board of Directors may from time to time deem convenient or proper and actively engage in, promote, manage and otherwise protect and develop any investment or interest so acquired, whether in connection with or incident or related to the foregoing purposes or otherwise;

E. To provide services and to act as agent, factor or employee for any entity or individual, whether in connection with or incident to the foregoing purposes or otherwise;

F. To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes hereinabove set forth and to do all other things incidental thereto or connected therewith which are not forbidden by the Colorado Corporation Code, by any other law, or by these Articles of Incorporation; and

G. To carry out the purposes hereinabove set forth in any political subdivision or dependency of the United States of America, or any foreign country, to the extent that such purposes are not forbidden by the laws of such political subdivision or dependency of the United States of America or by such foreign country.

ARTICLE IV

The corporation shall have and may exercise all of the rights, powers, and privileges now or hereafter conferred upon corporations organized under and pursuant to the laws of the State of Colorado, including, but not limited to, the power to enter into general partnerships, limited partnerships (whether the corporation be a limited or general partner), joint

2

ventures, syndicates, pools, associations and other arrangements for carrying on one or more of the purposes set forth in Article III of these Articles of Incorporation, jointly or in common with others. In addition, the corporation may do everything necessary, suitable or proper for the accomplishment of any of its corporate purposes.

ARTICLE V

A. Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue is one hundred (100) shares of common stock which shall be without par value.

B. Transfer Restrictions. The corporation shall have the right by appropriate action to impose restrictions upon the transfer of any shares of its common stock, or any interest therein, from time to time issued, provided that such restrictions as may from time to time be so imposed or notice of the substance thereof shall be set forth upon the face or back of the certificates representing such shares of common stock.

C. Denial of Pre-emptive Rights. No holder of any of the shares of the common stock of the corporation shall be entitled as of right to purchase or subscribe for any unissued or treasury shares of any class, or any additional shares of any class to be issued by reason of any increase of the authorized shares of the corporation of any class, or any bonds, certificates of indebtedness, debentures, or other securities, rights, warrants or options convertible into shares of the corporation or carrying any right to purchase shares of any class.

D. Denial of Cumulative Voting. The cumulative system of voting for directors or for any other purpose shall not be allowed.

3

ARTICLE VI

The initial Board of Directors of the corporation shall consist of three (3) members who need not be shareholders of the corporation or residents of the State of Colorado.

The names and addresses of the persons who are to serve as directors of the corporation until the first annual meeting of shareholders, and until their successors shall be elected and shall qualify, are as follows:

Gregory H. Hoyl	Denver West Office Park 1536 Cole Boulevard Golden, Colorado 80401
E. Morgan Massey	c/o Denver West Office Park 1536 Cole Boulevard Golden, Colorado 80401
William Blair Massey	c/o Denver West Office Park 1536 Cole Boulevard Golden, Colorado 80401

ARTICLE VII

No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other entity in which one or more of its directors or officers are directors or officers or in which they have an interest, shall be void or voidable solely for this reason, or solely because the directors or officers are present at or participate in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction.

ARTICLE VIII

In addition to the other powers now or hereafter conferred upon the Board of Directors by these Articles of Incorporation, the Bylaws of the corporation, or by the laws of the State of Colorado, the Board of Directors may from time to time distribute to the shareholders in

4

partial liquidation, out of the stated capital or the capital surplus of the corporation, a portion of the corporate assets, in cash or in kind; subject, however, to the limitations contained in the Colorado Corporation Code.

ARTICLE IX

In addition to and in no way limiting the powers or authority now or hereafter conferred upon the corporation by these Articles of Incorporation, the Bylaws of the corporation, or by the laws of the State of Colorado, the corporation shall possess and may exercise all powers of indemnification of directors, officers, employees, agents and other persons and all powers and authority incidental thereto (including without limitation the power and authority to advance expenses and to purchase and maintain insurance with respect thereto), without regard to whether or not such powers and authority are provided for by the Colorado Corporation Code. The Board of Directors of the Corporation is hereby authorized and empowered on behalf of the corporation and without shareholder action to exercise all of the corporation’s authority and powers of indemnification.

ARTICLE X

The address of the initial registered office of the corporation is Denver West Office Park, 1536 Cole Boulevard, Golden, Colorado 80401 and the name of the initial registered agent of the corporation at such address is Gregory H. Hoyl.

ARTICLE XI

The corporation reserves the right to amend, alter, change or repeal any provision contained in, or to add any provision to, its Articles of Incorporation from time to time, in any manner now or hereafter prescribed or permitted by the Colorado Corporation Code, and all rights and powers conferred upon directors and shareholders hereby are granted subject to this reservation.

5

ARTICLE XII

The names and addresses of the incorporators of the corporation are as follows:

Gerald W. Grandey	Holland & Hart 500 Equitable Building 730 Seventeenth Street Denver, Colorado 80202
Karen K. Hoiland	Holland & Hart 500 Equitable Building 730 Seventeenth Street Denver, Colorado 80202
Linda Weiler	Holland & Hart 500 Equitable Building 73’0 Seventeenth Street Denver, Colorado 80202

IN WITNESS WHEREOF, we, the undersigned, being all of the incorporators designated in Article XII of the annexed and foregoing Articles of Incorporation, have executed said Articles of Incorporation as of the 12th day of July, 1977.

/s/    Gerald W. Grandey

Gerald W. Grandey

/s/ Karen K. Hoiland

Karen K. Hoiland

/s/ Linda Weiler

Linda Weiler

6

EX-3.127

EXHIBIT 3.127

BYLAWS

OF

MENEFEE LAND COMPANY, INC.

ARTICLE I

Offices

1. Business Offices. The corporation may have one or more offices at such place or places within or without the State of Colorado as the Board of Directors may from time to time determine or as the business of the corporation may require.

2. Registered Office. The registered office of the corporation shall be as set forth in the Articles of Incorporation, unless changed as provided by the provisions of the Colorado Corporation Code.

ARTICLE II

Shareholders’ Meetings

1. Annual Meetings. The annual meetings of shareholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may come before the meeting shall be held on the last Wednesday in May at 11:05 a.m., local time at the place of the meeting. If the day so fixed for such annual meeting shall be a legal holiday at the place of the meeting, then such meeting shall be held on the next succeeding business day at the same hour.

2. Special Meetings. Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the President or by the Board of Directors and shall be called by the

President or the Secretary upon the request (which shall state the purpose or purposes therefor) of a majority of the Board of Directors or of the holders of not less than ten percent (10%) of the number of shares of outstanding stock of the corporation entitled to vote at the meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice.

3. Place of Meetings. Meetings of shareholders shall be held at such place or places, within or without the State of Colorado, as may be designated in the notice of the meeting, or, if no place is designated in the notice, the place of the shareholders’ meetings shall be the registered office of the corporation.

4. Notice of Meetings. Except as otherwise provided by statute, notice of each meeting of shareholders, whether annual or special, shall be given not less than ten (10) nor more than fifty (50) days prior thereto to each shareholder entitled to vote thereat by delivering written or printed notice thereof to such shareholder personally or by depositing the same in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the stock transfer books of the corporation; provided, however, that if the authorized shares of the corporation are proposed to be increased, at least thirty (30) days’ notice in like manner shall be given. The notice of all meetings shall state the place, day and hour thereof. The notice of a special meeting shall, in addition, state the purposes thereof.

5. Voting List. At least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote thereat or any adjournment thereof, arranged in alphabetical order, showing the address of each shareholder and the number of shares registered in the name of each, shall be prepared by the officer or agent of the corporation who has charge of the stock transfer books of the corporation. Such list shall be open at the principal office of

-2-

the corporation to the inspection of any shareholder during usual business hours for a period of at least ten (10) days prior to such meeting. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof and subject to the inspection of any shareholder who may be present.

6. Organization. The President or the Vice President shall call meetings of shareholders to order and act as chairman of such meetings. In the absence of said officers, any shareholder entitled to vote thereat, or any proxy of any such shareholder, may call the meeting to order and a chairman shall be elected by a majority of the shareholders entitled to vote thereat. In the absence of the Secretary and Assistant Secretary of the corporation, any person appointed by the chairman shall act as secretary of such meetings.

7. Agenda and Procedure. The Board of Directors shall have the responsibility of establishing an agenda for each meeting of shareholders, subject to the rights of shareholders to raise matters for consideration which may otherwise properly be brought before the meeting although not included within the agenda. The chairman shall be charged with the orderly conduct of all meetings of shareholders; provided, however, that in the event of any difference in opinion with respect to the proper course of action which cannot be resolved by reference to statute, the Articles of Incorporation or these Bylaws, Robert’s Rules of Order (as last revised) shall govern the disposition of the matter.

8. Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat shall, when present in person or represented by proxy, be requisite to and shall constitute a quorum at all meetings of shareholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws. In the absence of a quorum at any such meeting, a majority of the shareholders present in person or

-3-

represented by proxy and entitled to vote thereat may adjourn the meeting from time to time for a period not to exceed sixty (60) days at any one adjournment without further notice (except as provided in Section 9 of this Article II) until a quorum shall be present or represented.

9. Adjournment. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

10. Voting. (a) Each shareholder shall at every meeting of shareholders, or with respect to corporate action which may be taken without a meeting, be entitled to one vote for each share of stock having voting power held of record by such shareholder on the record date designated therefor pursuant to Section 3 of Article XI of these Bylaws (or the record date established pursuant to statute in the absence of such designation); provided that the cumulative system of voting for the election of directors or for any other purpose shall not be allowed.

(b) Each shareholder so entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for him by proxy executed in writing by such shareholder (or by his duly authorized attorney in fact) and delivered to the secretary of the meeting (or if there is no meeting, to the Secretary of the corporation); provided that no such proxy shall be voted or acted upon after eleven (11) months from the date of its execution, unless such proxy expressly provides for a longer period.

-4-

(c) The voting rights of fiduciaries, beneficiaries, pledgors, pledgees, and joint, common and other multiple owners of shares of stock shall be as provided from time to time by law, including in particular § 7-4-116, C.R.S. 1973.

(d) Shares of the corporation held of record by another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

(e) When a quorum is present at any meeting of shareholders, the vote of the holders of a majority of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of a statute, or the Articles of Incorporation, or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision on such question.

11. Inspectors. The chairman of the meeting may at any time appoint two (2) or more inspectors to serve at a meeting of the shareholders. Such inspectors shall decide upon the qualifications of voters, including the validity of proxies, accept and count the votes for and against the questions presented, report the results of such votes, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the questions presented. The inspectors need not be shareholders of the corporation, and any director or officer of the corporation may be an inspector on any question other than a vote for or against his election to any position with the corporation or on any other question in which he may be directly interested.

-5-

ARTICLE III

Board of Directors

1. Election and Tenure. The business and affairs of the corporation shall be managed by a Board of Directors who shall be elected at the annual meetings of shareholders by plurality vote. Each director shall be elected to serve and to hold office until the next succeeding annual meeting and until his successor shall be elected and shall qualify, or until his earlier death, resignation or removal.

2. Number and Qualification. The Board of Directors shall consist of three (3) members. Directors need not be shareholders or residents of the State of Colorado.

3. Organization Meetings. As soon as practicable after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers and the transaction action of any other business.

4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time or times as may be determined by the Board of Directors and specified in the notice of such meeting.

5. Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called by the President or the Secretary on the written request of any two (2) directors.

6. Place of Meetings. Any meeting of the Board of Directors may be held at such place or places either within or without the State of Colorado as shall from time to time be determined by the Board of Directors and as shall be designated in the notice of the meeting

7. Notice of Meetings. Notice of each meeting of directors, whether organizational, regular or special, shall be given to each director. If such notice is given either (a) by personally delivering written or printed notice to a director or (b) by personally

-6-

telephoning such director, it shall be so given at least two (2) days prior to the meeting. If such notice is given either (a) by depositing a written or printed notice in the United States mail, postage prepaid, or (b) by transmitting a cable or telegram, in all cases directed to such director at his residence or place of business, it shall be so given at least four (4) days prior to the meeting. The notice of all meetings shall state the place, date and hour thereof, but need not, unless otherwise required by statute, state the purpose or purposes thereof.

8. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum at all meetings of the Board of Directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, other than announcement at the meeting, until a quorum shall be present.

9. Organization, Agenda and Procedure. The President or in his absence any director chosen by a majority of the directors present shall act as chairman of the meetings of the Board of Directors. In the absence of the Secretary and Assistant Secretary, any person appointed by the chairman shall act as secretary of such meetings. The agenda of and procedure for such meetings shall be as determined by the Board of Directors.

10. Resignation. Any director of the corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the President, any Vice President or the Secretary of the corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

-7-

11. Removal. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of a majority of the issued and outstanding shares of stock entitled to vote for the election of directors of the corporation given at a special meeting of the shareholders called and held for such purpose. The vacancy in the Board of Directors caused by any such removal may be filled by such shareholders at such meeting or, if the shareholders at such meeting shall fail to fill such vacancy, by the Board of Directors as provided in Section 12 of this Article III.

12. Vacancies. Except as provided in Section 11 of this Article III, any vacancy occurring for any reason in the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors. Any directorship to be shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting or at a special meeting of shareholders called for that purpose or by the shareholders’ unanimous written consent. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office and shall hold office until the expiration of such term and until his successor shall be elected and shall qualify or until his earlier death, resignation or removal. A director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of shareholders and until his successor shall be elected and shall qualify, or until his earlier death, resignation or removal.

13. Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by Section 2 of this Article III, may designate two (2) or more directors to constitute an executive committee, which committee, except to the extent limited by such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation.

-8-

14. Compensation of Directors. Each director may be allowed such amount per annum or such fixed sum for attendance at each meeting of the Board of Directors or any meeting of an executive committee, or both, as may be from time to time fixed by resolution of the Board of Directors, together with reimbursement for the reasonable and necessary expenses incurred by such director in connection with the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the corporation or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

ARTICLE IV

Waiver of Notice and Action by Consent

1. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of a statute or of the Articles of Incorporation, or by these Bylaws, a waiver thereof either in writing signed by the person entitled to said notice (or such person’s agent or attorney in fact thereunto authorized) or by telegraph, cable or any other available method, whether before, at or after the time stated therein, or the appearance of such person or persons at such meeting in person or by proxy (except for the sole purpose of challenging the propriety of the meeting), shall be deemed equivalent to such notice.

2. Action Without a Meeting. Any action required or which may be taken at a meeting of the directors, shareholders or members of an executive committee of the corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, shareholders, or members of an executive committee, as the case may be, entitled to vote with respect to the subject matter thereof.

-9-

ARTICLE V

Officers

1. Election and Tenure. The Board of Directors annually shall elect a President, a Secretary and a Treasurer. The Board of Directors may also elect or appoint such Vice Presidents, other officers and assistant officers as may be determined by the Board of Directors. The Board of Directors may delegate to any such officer the power to appoint or remove subordinate officers, agents or employees. Any two or more offices may be held by the same person, except the offices of President and Secretary. Each officer so elected or appointed shall continue in office until his successor shall be elected or appointed and shall qualify, or until his earlier death, resignation or removal.

2. Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice thereof to the Board of Directors or the President. Such resignation shall take effect on the date specified therein and no acceptance of the same shall be necessary to render the same effective. Any officer may at any time be removed by the affirmative vote of a majority of the number of directors specified in Section 2 of Article III of these Bylaws, or by an executive committee thereunto duly authorized. If any office becomes vacant for any reason, the vacancy may be filled by the Board of Directors. An officer appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office and shall continue in office until his successor shall be elected or appointed and shall qualify, or until his earlier death, resignation or removal.

3. President. The President shall be the chief executive officer of the corporation. He shall preside at all meetings of the shareholders and shall have general and active management of the business of the corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect and in general shall perform all duties as may from time to time be assigned to him by the Board of Directors.

-10-

4. Vice Presidents. The Vice Presidents shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment) shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President.

5. Secretary. The Secretary shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of Secretary, including without limitation the duty and power to give notice of all meetings of shareholders and the Board of Directors, to attend such meetings and keep a record of the proceedings, and to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents, the execution of which on behalf of the corporation is authorized by these Bylaws or by the action of the Board of Directors.

6. Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these Bylaws, disburse such funds as ordered by the Board of Directors, making proper accounts thereof, and shall render as required by the Board of Directors statements of all such transactions as Treasurer and of the financial condition of the corporation.

-11-

7. Assistant Secretaries. The Assistant Secretaries shall perform such duties and possess such powers as from time to time shall be assigned to them by the Board of Directors, the President, or the Secretary. In the absence, inability or refusal to act of the Secretary, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment, shall perform the duties and exercise the powers of the Secretary.

8. Assistant Treasurers. The Assistant Treasurers shall perform such duties and possess such powers as from time to time shall be assigned to them by the Board of Directors, the President, or the Treasurer. In the absence, inability or refusal to act of the Treasurer, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment, shall perform the duties and exercise the powers of the Treasurer.

9. Bond of Officers. The Board of Directors may require any officer to give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including without limitation for the faithful performance of his duties and for the restoration to the corporation of all property in his possession or under his control belonging to the corporation.

10. Salaries. Officers of the corporation shall be entitled to such salaries, emoluments, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

-12-

ARTICLE VI

Indemnification

1. Third Party Actions. The corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. The termination of any civil or criminal 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 the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, nor with respect to any criminal action or proceeding, shall the presumption be created that he had reasonable cause to believe that his conduct was unlawful.

2. Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to 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 he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,

-13-

partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. Determination. Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the officer, director, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the affirmative vote of the holders of a majority of the shares of stock entitled to vote and represented at a meeting called for such purpose; provided, however, that if a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall automatically be indemnified against expenses

-14-

(including attorneys’ fees) actually and reasonably incurred by him in connection therewith without the necessity of any such determination that he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.

4. Payment in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors as provided in Section 3 of this Article VI upon receipt of a written undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article VI.

5. Insurance. The Board of Directors may exercise the corporation’s power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability hereunder or otherwise.

6. Other Coverage. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, the provisions of the Colorado Corporation Code, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.

-15-

ARTICLE VII

Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies

1. Execution of Instruments. The President or any Vice President shall have power to execute and deliver on behalf of and in the name of the corporation any instrument requiring the signature of an officer of the corporation, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Unless authorized so to do by these Bylaws or by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

2. Loans. No loan shall be contracted on behalf of the corporation, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors or a standing committee designated by the Board of Directors to so act. Such authority may be general or confined to specific instances. When so authorized, the officer or officers thereunto authorized may effect loans at any time for the corporation from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the corporation, and when authorized as aforesaid, as security for the payment of any and all loans (and any obligations incident thereto) of the corporation, may mortgage, pledge, or otherwise encumber any real or personal property, or any interest therein, at any time owned or held by the corporation, and to that end may execute and deliver such instrument as may be necessary or proper in the premises.

3. Checks and Endorsements. All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall be signed or endorsed by such officers or agents of the corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

-16-

4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to corporation’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the corporation or its order.

5. Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President may from time to time appoint one or more agents or attorneys in fact of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

-17-

ARTICLE VIII

Shares of Stock

1. Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate certifying the number of shares owned by him in the corporation and designating the class of stock to which such shares belong, which shall otherwise be in such form as is required by law and as the Board of Directors shall prescribe. Each such certificate shall be signed by the President or a Vice President and the Secretary or any Assistant Secretary of the corporation; provided, however, that where such certificate is signed or countersigned by a transfer agent or registrar (other than the corporation or any employee of the corporation) the signatures of such officers of the corporation may be in facsimile form. In case any officer of the corporation who shall have signed, or whose facsimile signature shall have been placed on, any certificate shall cease for any reason to be such officer before such certificate shall have been issued or delivered by the corporation, such certificate may nevertheless be issued and delivered by the corporation as though the person who signed such certificate, or whose facsimile signature shall have been placed thereon, had not ceased to be such officer the corporation.

2. Record. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the corporation issued, the number of shares represented by each such certificate, and the date thereof, and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the corporation.

3. Transfer of Stock. Transfers of shares of the stock of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized, and on the surrender of the certificate or certificates for such shares properly endorsed.

-18-

4. Transfer Agents and Registrars; Regulations. The Board of Directors may appoint one or more transfer agents or registrars with respect to shares of the stock of the corporation. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the corporation.

5. Lost, Destroyed or Mutilated Certificates. In case of the alleged loss, destruction or mutilation of a certificate representing stock of the corporation, a new certificate may be issued in place thereof, in such manner and upon such terms and conditions as the Board of Directors may prescribe, and shall be issued in such situations as required by law, including § 4-8-405, C.R.S. 1973.

ARTICLE IX

Corporate Seal

1. Corporate Seal. The corporate seal shall be in such form as shall be approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or an Assistant Secretary for the authentication of contracts or other papers requiring the seal.

-19-

ARTICLE X

Fiscal Year

1. Fiscal Year. The fiscal year of the corporation shall be such year as shall be established by the Board of Directors.

ARTICLE XI

Corporate Books and Records

1. Corporate Books. The books and records of the corporation may be kept within or without the State of Colorado at such place or places as may be from time to time designated by the Board of Directors.

2. Addresses of Shareholders. Each shareholder shall furnish to the Secretary of the corporation or the corporation’s transfer agent an address to which notices from the corporation, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at his address last known to the Secretary or transfer agent.

3. Fixing Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the shareholders entitled to a notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting, nor more than fifty (50) days prior to any other action to which the same relates. Only such shareholders as shall be shareholders of record on the date so fixed shall be so entitled with respect to the matter to which

-20-

the same relates. If the Board of Directors shall not fix a record date as above provided, and if the Board of Directors shall not for such purpose close the stock transfer books as provided by statute, then the record date shall be established by statute in such cases made and provided.

4. Audits of Books and Accounts. The corporation’s books and accounts shall be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.

ARTICLE XII

Emergency Bylaws

1. Emergency Bylaws. The Board of Directors may adopt emergency bylaws in accordance with and pursuant to the provisions therefor from time to time set forth in the provisions of the Colorado Corporation Code.

ARTICLE XIII

Amendments

1. Amendments. All bylaws of the corporation shall be subject to alteration, amendment or repeal, and new bylaws may be adopted, by the affirmative vote of a majority of the Board of Directors present at any regular or special meeting of the Board of Directors at which a quorum is present or by the unanimous written consent of the Board of Directors.

-21-

MENEFEE LAND COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Menefee Land Company, Inc. (the “Corporation”), and acting pursuant to Section 7-4-122 of the Colorado Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Bruce A. Johnson

Bruce A. Johnson

EX-3.128

EXHIBIT 3.128

Articles of Incorporation

(Prepare in Triplicate)

of

MINE MAINTENANCE, INC.

The Corporation is incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania for the purpose of transacting any and all lawful business for which corporations may be incorporated thereunder, including, without limitation, the purchase, sale, import and export of cannel, bituminous, and other coal, in the Commonwealth of Pennsylvania and elsewhere in the United States and in any foreign country.

Number and Class of Shares	Stated Par Value Per Share if Any	Total Authorized Capital	Term of Existence
1,000 Common Shares	$10.00	$10,000.00	Perpetual

Name	Address	Number of Shares
Anthony J. Polito, Esq.	Corcoran, Hardesty, Ewart, Whyte & Polito, P.C. Suite 210, Two Chatham Center, Pittsburgh, PA 15219	1 share common

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed the Articles of Incorporation this 18 day of September 1984.

/s/ Anthony J. Polito

Anthony J. Polito, Esq.

The shareholders shall not have the right to cumulate their votes in the election of Directors of the Corporation.

EX-3.129

EXHIBIT 3.129

BY-LAWS

OF

MINE MAINTENANCE, INC.

ARTICLE I.

MEETINGS OF SHAREHOLDERS.

1.1 Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Pennsylvania, as from time to time may be fixed by the Board of Directors.

1.2 Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year beginning in 1985, at 10:30 A.M. on the last Wednesday in March, if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.

1.3 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Vice-Chairman of the Board or the President, by a majority of the Board of Directors, or by shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4 Telephone Meetings. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

1.5 Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than fifty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears in the stock transfer books of the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.6 Quorum. Any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend.

1.7 Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than fifty days prior to such meeting, fixed by the Board of Directors, for the purpose of determining shareholders entitled to vote, as the date

- 2 -

on which the stock transfer books of the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney in fact.

1.8 Inspectors. An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors constituting the Board of Directors shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected at each annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

- 3 -

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Pennsylvania and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the Vice-Chairman of the Board, the President or any one of the Directors. The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

- 4 -

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Eligibility for Service as a Director. No person who shall have attained the age of 70 years shall be eligible for election as a Director of the Corporation. Any person elected a Director prior to age 70 shall retire from the Board upon attaining that age, provided that any person serving as a Director on the date of the adoption of this By-law shall be entitled to serve out his term regardless of age.

ARTICLE III.

Committees.

3.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect an Executive Committee which shall consist of not less than two Directors, including the President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these By-laws, provided that the Executive Committee shall not have power to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

3.2 Finance Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect a Finance Committee which shall consist of not less than two Directors. The Finance Committee shall consider and

- 5 -

report to the Board with respect to plans for corporate expansion, capital structure and long-range financial requirements. The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Corporation as may be requested by the Board or the appropriate officers of the Corporation. The Committee shall report periodically to the Board of Directors on all action which it may have taken.

3.3 Other Committees. The Board of Directors, by resolution duly adopted, may establish such other standing or special committees of the Board as it may deem advisable, consisting of not less than two Directors; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

3.4 Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

3.5 Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3.6 Term of Office. Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

3.7 Resignation and Removal. Any member of a Committee may resign at any time by giving written notice intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

- 6 -

3.8 Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors.

ARTICLE IV.

Officers.

4.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

4.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

4.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

- 7 -

4.4 Duties of the President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management and direction of the business and operations of the Corporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a Director, and, except as otherwise provided in these By-laws or in the resolutions establishing such committees, he shall be ex officio a member of all Committees of the Board. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

4.5 Duties of the Vice Presidents. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

4.6 Duties of the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall

- 8 -

deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Finance Committee or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

4.7 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these By-laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

- 9 -

4.8 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V.

Capital Stock.

5.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

5.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in_. such form and amount and with such surety as the Board of Directors may require.

- 10 -

5.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

5.4 Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

- 11 -

ARTICLE VI.

Miscellaneous Provisions.

6.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

6.2 Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

6.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

6.4 Amendment of By-laws. Unless proscribed by the Articles of Incorporation, these By-laws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these By-laws. The stockholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any By-laws and to enact By-laws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

6.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, if any, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the

- 12 -

President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

6.6 Financial Statements. The board of directors shall cause to be sent to the shareholders, within one hundred twenty days after the close of the Corporation’s fiscal year, financial statements which shall include a balance sheet as of the close of such year, together with statements of income and surplus for such year, prepared so as to present fairly the Corporation’s financial condition and the results of its operations. Such financial statements need not have been examined by an independent certified public accountant nor be accompanied by an opinion of such accountant.

6.7 Indemnification.

(a) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably

- 13 -

incurred by him in connection with such action, suit or proceeding if he acted in good faith and in the manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner he 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 his conduct was unlawful.

(b) Notwithstanding the provisions of paragraph (a) of this Section 6.7, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(c) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) of this Section 6.7, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

- 14 -

(d) Any indemnification under paragraphs (a) and (b) of this Section 6.7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such paragraphs (a) and (b). Such determination shall be made (i) by the Corporation’s Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or even if obtainable, and a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

(e) Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid (but shall not hereby be required to be paid) by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in paragraph (d) of this Section 6.7, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(f) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in paragraph (a) of this Section 6.7 who 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, arbitrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request

- 15 -

of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph (a). The provisions of paragraphs (b) through (e) of this Section 6.7 shall be applicable to any indemnification provided hereafter pursuant to this paragraph (f).

(g) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this section and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.

(h) Every reference herein to director, officer, employee or agent shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this section.

- 16 -

ARTICLE VII.

Emergency By-Laws.

The Emergency By-laws provided in this Article VII shall be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding Articles of these By-laws or in the Articles of Incorporation of the Corporation or in the Business Corporation Law of Commonwealth of Pennsylvania (other than those provisions relating to emergency by-laws). To the extent not inconsistent with these Emergency By-laws, the By-laws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency By-laws shall cease to be operative unless and until another such emergency shall occur.

During any such emergency:

(a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other person referred to in (b) below.

(b) At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of directors fixed at the time by Article II of the By-laws. If the Directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, to the number necessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority:

- 17 -

(i) Vice Presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii) All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such and

(iii) Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c) The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do.

No officer, Director or employee acting in accordance with these Emergency By-laws shall be liable except for willful misconduct.

These Emergency By-laws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change

- 18 -

shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency By-laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

DATED: September 25, 1984

- 19 -

MINE MAINTENANCE, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Mine Maintenance, Inc. (the “Corporation”), and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Danny C. Cox

Danny C. Cox

/s/ H. Drexel Short

H. Drexel Short

EX-3.130

EXHIBIT 3.130

ARTICLES OF INCORPORATION

OF

NEW MARKET LAND COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of New Market Land Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberland, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and self timber, logs, and timber of any and every description, and to buy and sell personal property used in connections therewith:

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and dead in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 747, Charleston, West Virginia 25323.

The full name and address of the appointed person to whom notice of process may be sent is Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are.

2

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

Roger L. Nicholson

P. O. Box 26765

Richmond Virginia 23261

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3

C. No indemnification shall be made in respect to any claim, Issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 20th day of August, 1997.

/s/ Roger L. Nicholson

Incorporator

5

EX-3.131

EXHIBIT 3.131

BY-LAWS

OF

NEW MARKET LAND COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Charleston. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:15 A.M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

4

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

5

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for

6

moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

7

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

8

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: August 21, 1997

9

NEW MARKET LAND COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of New Market Land Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Roger L. Nicholson

Roger L. Nicholson

EX-3.132

EXHIBIT 3.132

ARTICLES OF INCORPORATION

OF

NEW MASSEY CAPITAL CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be New Massey Capital Corp.

II. The address of the principal office of the Corporation will be located at 4 North Fourth Street, P. O. Box 26765, Richmond, Virginia 23261. The address of the principal place of business of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the Corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed actin, suit or proceeding, whether civil, criminal, administrative, or investigative (including an actin by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amount paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shell have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to be Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary

2

expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Paul S. Barbery, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be four and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, VA 23261
Baxter F. Phillips, Jr.	P. O. Box 26765
	Richmond, VA 23261
Bennett K. Hatfield	P. O. Box 6447
	Meta, KY 41501
Charles G. Snavely	P. O. Box 722
	Matewan, WV 25678

3

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 22^nd day of November, 1993.

/s/ Paul S. Barbery

            Incorporator

4

EX-3.133

EXHIBIT 3.133

BY-LAWS

OF

NEW MASSEY CAPITAL CORP.

ARTICLE I

VOTE OF STOCKHOLDERS

1.1 Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 2:15 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

3

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are

4

herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

6

NEW MASSEY CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of New Massey Capital Corp. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article II Section 2.3 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Shareholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Shareholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors;

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the

transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ James D. Slater

James D. Slater

NEW MASSEY CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of New Massey Capital Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Johnny Robertson

Johnny Robertson

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

EX-3.134

EXHIBIT 3.134

ARTICLES OF INCORPORATION

OF

NEW RIDGE MINING COMPANY

The undersigned Incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is New Ridge Mining Company.

ARTICLE II

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10.00 each.

ARTICLE III

The address of the initial registered office of the Corporation shall be 175 East Main Street, Lexington, Kentucky 40595 and its initial registered agent at that address shall be William K. Bodell, II, Esq.

ARTICLE IV

(1) The Corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or competed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to

2

the extent that 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 circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsection (1) or (2) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) By the shareholders.

3

(5) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action suit or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding as authorized in the manner provided in subsection (4) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(8) For the purpose of this section, reference to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation as a director, officer, employee or agent of another corporation,

4

partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

(9) The Corporation eliminates or limits the personal liability of a director to the Corporation or its shareholders for monetary damages for breach of his duties as a director, except the liability of a director:

(a) For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

(c) For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or

(d) For any transaction from which the director derived an improper personal benefit.

The above shall not eliminate or limit the liability of any director for any act or omission occurring prior to the effective date of these Articles of Incorporation. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS 271B.8-300.

ARTICLE V

The address of the principle office of the Corporation shall be 175 East Main Street, Lexington, Kentucky 40595.

5

ARTICLE VI

The name and address of the Incorporator is Paul S. Barbery, P. O. Box 26765, Richmond, Virginia 23261.

Signed by the Incorporator at Richmond, Virginia, this 13th day of April, 1992.

/s/ Paul S. Barbery

Paul S. Barbery

6

EX-3.135

EXHIBIT 3.135

BY-LAWS

OF

NEW RIDGE MINING COMPANY

ARTICLE I.

Vote of Stockholder

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder or a consent in writing setting forth the action so taken.

1.2 Consent in lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May, if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

1

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 MEETINGS OF DIRECTORS.

(a) Meetings of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 10:30 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegram or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgement the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V.

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new By-Laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of the Corporation to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or

6

proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated:

7

NEW RIDGE MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of New Ridge Mining Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ James D. Slater

James D. Slater

EX-3.136

EXHIBIT 3.136

ARTICLES OF INCORPORATION

OF

FEDERAL DEVELOPMENT CORPORATION

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of FEDERAL DEVELOPMENT CORPORATION.

II. The address of the principal office of said corporation will be located at P. O. Box 26765, in the City of Richmond, and State of Virginia 23261.

The address of the principal place of business of said corporation will be located at P. O. Box 497, in the City of Sylvester, in the County of Boone, State of West Virginia 25130.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, hold, buy, sell, assign Deeds or Leases of natural resources and commodities and to mine, extract, produce, quarry, or otherwise take possession of coal, clay, stone, ore, and minerals of every kind and description, and to buy, sell, trade, exchange or deal in and to act as agent, broker, factor, distributor or other representative entity in production, processing, purchase, sale, exchange of coal and all other products, natural resources and commodities.

2. To enter contracts with other business entities or individuals for the performance of any and all permissible commercial activities herein set forth or allowed under the laws of the State of West Virginia, the Unites States of America or elsewhere.

3. To acquire by purchase, subscription or otherwise, and to hold, sell, lease and dispose of real estate, personal property, stocks, bonds, securities and other evidences of debt and obligation; to become surety or guarantor for corporations and individuals on obligations not held by this corporation; to lend money to such corporations and individuals to do any and all other acts or things for the preservation, protection, and improvement or enhancement of the value of any such real estate, personal property, stocks, bonds, securities or other properties, or which are designed for such purposes.

4. To borrow money and to execute notes, bonds and other evidences of indebtedness therefor, and to pledge, assign, convey and encumber the corporate properties and assets for the security thereof.

5. To exercise the enumerated powers, and all others necessary, needful, incident or pertaining thereto, at any place either within or without the State of West Virginia, wherever the same may be lawfully carried on.

IV. No Shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

VI. The amount of the total authorized capital stock of said Corporation shall be Ten Thousand Dollars ($10,000), which shall be divided into One Thousand (1,000) shares of the par value of Ten Dollars ($10.00) each.

VII. The full name and address of the incorporation is:

NAME	ADDRESS
Paul S. Barbery	11850 Wexwood Drive Richmond, VA 23235

VIII. The existence of this corporation is to be perpetual.

IX. No person to whom notice of process may be sent has been designated.

X. The number of directors constituting the initial board of directors of the corporation is three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Paul S. Barbery	11850 Wexwood Drive Richmond, VA 23235
Stephanie B. Provance	6543 S. Steven Hollows Drive Chesterfield, VA 23832
Jeanne H. Woo	11237 Smoketree Drive Richmond, VA 23236

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 3rd day if February, 1983.

/s/    /s/ Paul S. Barbery        

Paul S. Barbery

Articles of Incorporation prepared by:

Paul S. Barbery

4 N. Fourth Street

Richmond, VA 23219

KEN HECHLER Secretary of State State Capitol, W-139 1900 Kanawha Blvd. East Charleston, WV 25305-0770 Penney Barker, Supervisor Corporations Division Tel: (304) 558-8000 Fax: (304) 558-0900 Hrs: 8:30 am—4:30 pm ET

www.state.wv.us/sos/	WEST VIRGINIA	wvsos@secretary.state.wv.us
	ARTICLES OF INCORPORATION
FEE: $25.00	PROFIT AMENDMENT	FILE TWO ORIGINALS
plus any license tax increase

1.	The name of the corporation currently registered with the Secretary of State is:	Federal Development Corporation
2.	The date of the adoption of the amendment(s) was:	February 9, 1983
3.	In accordance with WV Code §31-1-107, the shareholders / board of directors have adopted the following amendment(s) to the Articles of Incorporation and/or purposes of the corporation:	X     Change of name to: New River Energy Corporation Other (Attach amendments to form)
4.	The amendments were adopted as follows: (check (a), (b) or (c) and complete the checked section)

X	a.	No shares had been issued and the amendment was adopted by resolution of the board of directors.
	b.	The outstanding shares were not divided into classes, and the amendment was adopted by a majority vote of outstanding shares entitled to vote, as follows:

Total Number Outstanding Shares Number Shares Entitled to Vote Shares Voted For Amendment Shares Voted Against Amendment

c. The outstanding shares were divided into the classes designated below with the number of outstanding shares as listed, and the amendment was was adopted by a majority vote of the outstanding shares of each class, as follows:

Designation of Class Number Shares Entitled to Vote Shares Voted For Amendment Shares Voted Against Amendment

5

WV Articles of Incorporation Profit Amendment
5.	(Complete this section only if the amendment provides for an exchange, reclassification or cancellation of issued shares.)
	The means of making the exchange, reclassification or cancellation of issued shares will be:
6.	(Complete this section only if the amendment provides for a change in the number of share or value of capital stock.)
	The amount of authorized capital stock in the corporation will change:	from              shares at a par value of $             to              shares at a par value of $             and the total authorized capital stock shall hereinafter be: $
7.	The means of making the change in the amount of stated capital will be:
8.	Articles of Amendment prepared by:	Roger L. Nicholson, Secretary
	The amendment was duly adopted as stated herein: (signatures of pres/vp and sec/asst sec required)

9/26/2000 Date	Timothy E. Comer President//Vice President Name	/s/ Timothy E. Comer Signature
9/20/2000 Date	Roger L. Nicholson Secretary/Asst. Secretary Name	/s/ Roger L. Nicholson Signature

EX-3.137

EXHIBIT 3.137

BY-LAWS

OF

FEDERAL DEVELOPMENT CORPORATION

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Richmond, State of Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May in each year, at the hour of 1:10 P.M., local time, beginning in 1984, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be three. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at

each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compenation therefor.

Section 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors, and assistant and subordinate officers, may from time to time be elected by the Board of Directors. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the Corporation, to be elected by the Board of Directors, shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the Corporation. The principal executive officer of the Corporation shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the Corporation the other shall, in the absence or incapacity of the principal

executive officer or by his authority may, exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by Directors, may sign with the President or a Vice President

certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the Corporation, the bylaws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instance.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the Corporate Seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All

certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof or all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the Corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors and with or without sureties as the Board of Directors may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the Corporation shall be kept in the principal office of the Corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these bylaws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this Corporation may be voted by the Chairman of the Board or the President of this Corporation.

DATED: February 9, 1983

FEDERAL DEVELOPMENT CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Federal Development Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ E. Morgan Massey

E. Morgan Massey

/s/ Wm. Blair Massey

Wm. Blair Massey

/s/ S. Austin Caperton, III

S. Austin Caperton, III

FEDERAL DEVELOPMENT CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Federal Development Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ R. Freal Mize	/s/ Bennett K. Hatfield
R. Freal Mize	Bennett K. Hatfield
/s/ H. Drexel Short
H. Drexel Short

NEW RIVER ENERGY CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of New River Energy Corporation (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ R. Freal Mize

R. Freal Mize

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

EX-3.138

EXHIBIT 3.138

ARTICLES OF INCORPORATION

OF

NICCO CORPORATION

Pursuant to Section 27, Article 1, Chapter 31 of the Code of West Virginia, the undersigned incorporator hereby adopts. the following Articles of Incorporation.

I. The name of the Corporation is Nicco Corporation.

II. The period of duration of the Corporation is perpetual.

III. The address of the principal office of the Corporation is Summersville (Nicholas County), West Virginia 26651; the name and address of the appointed person to whom notice or process shall be sent is Nicco Corporation; c/o Mr. Michael D. Brown, Post Office Box 488, Summerville, West Virginia 26651.

IV. The purposes of the Corporation are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or mineral estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals and mineral products and generally to buy, sell, handle, and deal in the market in coal of all kinds; to purchase, acquire and contract for machinery, buildings, vehicles and equipment for mining and marketing coal; to construct and operate railways and tramways for mining and moving coal; and to provide managerial services to coal mine operators.

2. To have and to exercise all the powers now or hereafter conferred by the laws of West Virginia upon corporations organized pursuant to the laws thereof and any amendments and supplements thereto.

V. The amount of the total authorized capital stock of the Corporation shall be $1,000.00, which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VI. The name and address of the incorporator is as follows:

William T. Watson

1808 Crestmont Drive

Huntington, West Virginia 25701

VII. There shall be three Directors constituting the initial Board of Directors of the Corporation, and the names and addresses of those persons who are to serve until the first annual meeting of the shareholders of the Corporation and until their successors are duly elected and qualify are as follows:

E. Morgan Massey	4 North Fourth Street
	Richmond, Virginia 23261
Wm. Blair Massey	4 North Fourth Street
	Richmond, Virginia 23261
James M. Baylor	4 North Fourth Street
	Richmond, Virginia 23261

VIII. The Board of Directors of the Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a _.corporation under the laws of West Virginia, does make and file these Articles of Incorporation, and accordingly, has hereunto set his hand this 9^th day of May, 1978.

2

/s/ William T. Watson

William T. Watson

Articles of Incorporation prepared by:

/s/ William T. Watson

William T. Watson

Attorney at Law

Huntington, West Virginia

3

EX-3.139

EXHIBIT 3.139

BY-LAWS

OF

NICCO CORPORATION

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May (beginning in 1979) if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be three.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May (beginning in 1979) at 11:25 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

-2-

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for their attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted by a majority of the full Board, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

-3-

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law

-4-

or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

-5-

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the

-6-

premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated: May 15, 1978

-7-

NICCO CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Nicco Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ Robert B. Campbell

Robert B. Campbell

/s/ E. Morgan Massey

E. Morgan Massey

/s/ Wm. Blair Massey

Wm. Blair Massey

NICCO CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Nicco Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Paul I. McCombs	/s/ H. Drexel Short
Paul I. McCombs	H. Drexel Short
/s/ Bennett K. Hatfield
Bennett K. Hatfield

NICCO CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Nicco Corporation (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in Lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ David C. Hughart

David C. Hughart

EX-3.140

EXHIBIT 3.140

ARTICLES OF INCORPORATION

OF

NICHOLAS ENERGY COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name Nicholas Energy Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

1

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. Box 150, Leivasy, West Virginia 26676.

The full name and address of the appointed person to whom notice of process may be sent is Jeanne H. Woo, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

2

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

David C. Hughart

P. O. Box 190

Leivasy, West Virginia 26667

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably

3

incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 31^st day of August, 1998.

/s/ Roger L. Nicholson

                        Incorporator

Prepared by:

Roger L. Nicholson, Esq.

P. O. Box 26765

Richmond, Virginia 23261

5

EX-3.141

EXHIBIT 3.141

BY-LAWS

OF

NICHOLAS ENERGY COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Leivasy. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 9:15 A. M., local time, beginning in 1999, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

4

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles; including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

5

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts. etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

6

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

7

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

8

NICHOLAS ENERGY COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Nicholas Energy Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

9

EX-3.142

EXHIBIT 3.142

AGREEMENT OF INCORPORATION

(See Arts. 2-5, both incl., of c. 31, also c. 33, Code, for provisions regarding certain corporations.)

I. The undersigned agree to become a corporation by the name of (1)

OMAR MINING COMPANY, a corporation

(1) The name of the corporation shall contain one of the words “association,” “company,” “corporation,” “club,” “incorporated,” “society,” “union,” or one of the abbreviations, “co.” or “inc.” but no name shall be assumed already in use by another existing corporation of this State, or by a foreign corporation lawfully doing business in this State, or so similar thereto, in the opinion of the Secretary of State, as to lead to confusion.

II. The principal Office or Place of Business of said Corporation will be located at (1)                             , in the city (2), town or village of Omar, in the county of Logan and State of West Virginia. Its chief works will be located (3) in Logan Magisterial District, Logan County, State of West Virginia, and elsewhere in said State.

(1) Insert number and name of street, if in a city having street numbers, if not, strike out.

(2) Erase the word “city,” “town” or “village, leaving the one required.

(3) Give location of chief works: if at the same place as principal office or place of business, say “Its chief works will be located at the same place.” If there be no chief works, say “Said corporation will have no chief works.” If chief works are in West Virginia, give name of magisterial district and county in which they are or will be located. In case of oil well, gas well, or prospecting companies, and other like companies, where the chief works will be shifting, and in case of companies that will have chief works, or works at different points in this State, say “chief works will be located in                          District, in                          county, State of West Virginia and elsewhere in said State.” If chief works are not to be in West Virginia, then it is only necessary to give the name of the State or county in which they will be located.

III. The objects for which this Corporation is formed are as follows:

(Please type double space. If not sufficient room here to cover this point add one or more sheets of paper of this size.)

1. To mine, extract, produce, quarry, smelt, mill, separate, refine, process and finish coal, ore, sand, fire-clay, stone and mineral of every kind and description;

2. To manufacture, produce and process coke and the products and by-products of coal, ore, sand, fire-clay, stone and mineral of every kind and description.

3. To produce, plant, cultivate, cut, saw, process and manufacture wood, timber, plants of all kinds and descriptions and the products and by-products thereof;

4. To manufacture, construct, acquire, own, hire, lease and operate coal cars, motors, engines, railroads, tramways, plants, factories, foundries, machinery, warehouses, truck lines, bus lines, and any and all other means and methods of transportation or carriage of persons, property and commodities for the purposes enumerated herein, or for hire;

5. To manufacture, extract, produce, refine and process oil, gas, electricity, power and other fuel and energy, and to construct, own, lease, buy, sell, operate, let, lease and dispose of, gas works, electric works, water works, pipe lines, power lines, conduits, and/or wires for the production, transmission and sale of oil, gas, electricity, water, power and other utilities;

6. To carry on a general manufacturing business of goods, wares, merchandise, tools, equipment, machinery, metals, alloys and other properties of every description, and to cultivate and produce any of the materials required or used in such manufacture, and to carry on a general construction and contracting business;

7. To own, operate, maintain and conduct stores, and to carry on mercantile businesses, either at wholesale or retail, and to buy, sell, procure, exchange, deal and traffic in all kinds of merchandise, commodities and other property;

8. To buy, sell, trade, exchange or deal in, and to act as agent, broker, factor, distributor, or other representative in the purchase, sale, exchange or other acquisition or disposition of coal and all other products, commodities and properties herein enumerated;

9. To buy, sell, exchange, license and deal in patents, copyrights, trademarks, formulae and all other rights, privileges and franchise;

10. To acquire by purchase, subscription or otherwise, and to hold, sell, lease and dispose of real estate, personal property, stocks, bonds, securities and other evidences of debt and obligation; to become surety or guarantor for corporations and individuals on obligations not held by this corporation; to lend money to such corporations and individuals and to do any and all other acts or things for the preservation, protection, and improvement or enhancement of the value of any such real estate, personal property, stocks, bonds, securities or other properties, or which are designed for such purposes;

11. To borrow money and to execute notes, bonds and other evidences of indebtedness therefor, and to pledge, assign, convey and encumber the corporate properties and assets for the security thereof;

12. To exercise the enumerated powers, and all other necessary, needful, incident or pertaining thereto, at any place either within or without the State of West Virginia, wherever the same may be lawfully carried on.

IV. The amount of the total authorized capital stock of said corporation shall be Five Hundred Thousand (500,000) dollars, which shall be divided into Five Thousand (5,000) shares of the par value of One Hundred (100) dollars each.

Use space below for statement as to stock without par value, or where more than one class of stock is to be issued, or one or more series, within a class and as to any designation, powers, etc., as provided in subdivision (d) 1 6, art. 1. e 31. Code.

In the case of a corporation not organized for profit and not authorized to issue capital stock, a statement to that effect shall be set forth together with a statement as to the conditions of membership. Code 31-I-6(d).

The amount of capital stock with which it will commence business is One Thousand (1,000) Dollars ($1,000.00) being —Ten (10)— shares —One Hundred— Dollars ($100.00) each.

-2-

V. The names and post office addresses of the incorporators and the number of shares of stock subscribed for by each are as follows:

Name (5)	P. O. Address (6)	No. of Shares Common Stock	No. of Shares Preferred Stock	Total No. of Shares
C. E. Mahan	Fayetteville, W. Va.	4		4
James H. White	Fayetteville, W. Va.	3		3
S. C. Higgins, Jr.	Fayetteville, W. Va.	3		3

WE, THE UNDERSIGNED, for purpose of forming a Corporation under the laws of the State of West Virginia do make and file this Agreement; and we have accordingly hereunto set or respective hands this 11th day of December, 1954.

All the incorporators must sign below

/s/ Charles E. Mahan

Charles E. Mahan

/s/ James H. White

James H. White

/s/ S. C. Higgins, Jr.

S. C. Higgins, Jr.

-3-

EX-3.143

EXHIBIT 3.143

RESTATED BY-LAWS

OF

OMAR MINING COMPANY

(As Amended and Restated on August 15, 1974)

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The Board of Directors shall be three in number. [Handwritten change to read: “The Number of Directors shall be one or more.”—Amended 5/29/91]

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 9:55 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, as well as other privileges. But nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Agreement. Whenever the vote of Directors at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of such Directors may be dispensed with if all the Directors shall agree in writing to such corporate action being taken.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Vice-President (if any) may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. These By-laws may be amended, altered or repealed by vote of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or

cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

OMAR MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Omar Mining Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Samuel R. Kitts	/s/ Bennett K. Hatfield
Samuel R. Kitts	Bennett K. Hatfield

OMAR MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Omar Mining Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Samuel R. Kitts

Samuel R. Kitts

/s/ Bennett K. Hatfield

Bennett K. Hatfield

OMAR MINING COMPANY

CONSENT OF STOCKHOLDER IN LIEU OF ANNUAL MEETING

MAY 29, 1991

The undersigned, being the sole holder of all the outstanding capital stock of Omar Mining Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding the annual meeting, hereby agrees to the adoption of the following resolutions as of the above date:

RESOLVED, that the actions of the Board of Directors of the Corporation, as recorded in the minutes of its meetings held since the last Annual Meeting of the Stockholder, be and they hereby are approved; and

RESOLVED FURTHER, that the By-Laws of the Corporation be amended to reflect a change in the number of Directors and therefore Article II, Section 2.2 is amended to read:

Number of Directors. The number of Directors shall be one or more.

AND RESOLVED FURTHER, that James Slater, and Wm. Blair Massey are hereby elected Directors of the Corporation, to serve until the next Annual Meeting of the Stockholder and until their successors have been elected.

	A. T. MASSEY COAL COMPANY, INC.
By:	/s/ Don L. Blankenship
	Don L. Blankenship, President

EX-3.144

EXHIBIT 3.144

AGREEMENT OF INCORPORATION

I. The undersigned agrees to become a corporation by the name of (1)

PEERLESS EAGLE COAL CO.

II. The principal Office or Place of Business of said Corporation will be located at (1) No. 1101 Kanawha Banking & Trust Building, in the city of Charleston in county of Kanawha and State of West Virginia. Its chief works will be located (3) in Summersville District, Nicholas County, West Virginia, and elsewhere in said State.

III. The objects for which this Corporation is formed are as follows:

To acquire by purchase, lease, or otherwise, coal lands, coal seams and deposits and all necessary mine and mineral rights and privileges, easements and franchises for the mining, removal, operation and marketing of coal, and to operate coal mines and to manufacture coke or any product of coal and coke, and to market the same.

To buy, lease, acquire, manufacture, sell and deal in coal, mining machinery, fixtures, appliances, and equipment and any article of manufacture useful or necessary in the operation of coal mines, products of coal or coke and useful or necessary in the transportation, sale, delivery and marketing of coal or coke or the products of either of them.

To cut, remove, manufacture, timber, lumber, or other products of timber and to store, remove and market the same, to engage in the business of mining, quarrying, preparing for market and selling all mineral and mineral substances, stone and the products thereof of any sort.

1

To conduct a general store or stores at wholesale and retail and to engage generally in the wholesale and retail mercantile business.

To engage in the development and manufacture of new and novel mining machinery and to obtain patents and other rights therefor and to license, sell or otherwise dispose of such machinery.

To borrow or raise moneys for any purpose of the corporation and from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness and to secure the payment thereof and the interest thereon by mortgage or assignment in trust of the whole or any part of the property of the corporation, and to sell or otherwise dispose of the secured bonds or other obligations of the corporation for its corporate purposes.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares when such use would cause an impairment of its capital, except as otherwise permitted by law.

In general, to carry on any other business in connection with the foregoing powers and to have and exercise all the powers conferred by the laws of West Virginia upon corporations and to do any or either of the things hereinbefore set forth to the same extent as natural persons might or could do.

The foregoing objects and purposes shall, except where otherwise expressed, not be limited or restricted by reference to or inference from the terms of any other clauses of this agreement of incorporation, but the objects and purposes specified in each shall be regarded as independent objects and purposes.

2

IV. The amount of the total authorized capital stock of said corporation shall be Fifty Thousand dollars which shall be divided into five hundred shares of the par value of One Hundred ($100.00) dollars each.

The amount of capital stock with which it will commence business is One Thousand Dollars ($1,000.00) being ten (10) shares One Hundred Dollars ($100.00) each.

V. The names and post office addresses of the incorporators and the number of shares of stock subscribed for by each are as follows:

(The number of incorporators to be not less than three as to stock,

nor less than five as to nonstock corporations.)

Name (5)	P.O. Address (6)	No. of Shares of Common Stock	No. of Shares Preferred Stock	Total No. of Shares
Virginia C. Field	P.O. Box 273, Charleston, W. Va	1		1
Dorothy D. Donnally	P.O. Box 273, Charleston, W. Va	1		1
Marion B. Shaw	P.O. Box 273, Charleston, W. Va	1		1

VI. The existence of this corporation is to be perpetual.

3

VII. 1. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of West Virginia may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the laws of the State of West Virginia, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which such application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this corporation, as the case may be, and also on this corporation.

2. No contract or transaction into which this corporation enters with one or more of its directors, or with any firm of which one or more of the directors of this corporation are members, or with any other corporation or association of which one or more of the officers or directors of this corporation are officers, directors, or stockholders, shall be invalidated or in any way affected by the fact that such director or directors have or may have interests therein which are or might be adverse to the interests of this corporation, provided that such contract or transaction is entered into in good faith and in the usual course of business.

4

3. This corporation may impose such limitations and restrictions upon the sale or transfer of its capital stock and upon the certificates evidencing such stock as its Board of Directors may by appropriate bylaws provide, including but without limiting the generality hereof, provisions requiring a stockholder desiring to sell or transfer stock held by him first to offer such stock to the corporation, or to other stockholders, or to both, upon terms and conditions set forth in any bylaws relating to such sale and transfer.

WE, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of West Virginia do make and file this Agreement and we have accordingly hereunto set our respective hands this 19 day of January, 1960.

/s/    Virginia C. Field        

Virginia C. Field

/s/    Dorothy D. Donnally        

Dorothy D. Donnally

/s/    Marion B. Shaw        

Marion B. Shaw

5

C E R T I F I C A T E

I, ROBERT E. KAMM, President of “Peerless Eagle Coal Co.,” a corporation created and organized under the laws of the State of West Virginia, do hereby certify to the Secretary of State of the State of West Virginia that at a meeting of the stockholders of said corporation regularly held in accordance with the requirements of the law of said State at the office of said corporation at No. 110 Kanawha Banking & Trust Building, in the City of Charleston, in the County of Kanawha, and the State of West Virginia, on the 21st day of February, 1962, at which meeting all of the issued and outstanding stock of such corporation being represented by the holders thereof, in person, by bodies corporate or by proxy, and voting for the following resolution, the same was duly and regularly adopted and passed, to-wit:

RESOLVED: that the certificate of incorporation of Peerless Eagle Coal Col., issued by the Secretary of State of West Virginia under the great seal of said State on the 21st day of January, 1960, be amended to provide that the authorized capital of Peerless Eagle Coal Co. be increased from 500 shares of the par value of $100.00 each to 5,500 shares of the par value of $100.00 each so that the authorized capital stock of said corporation shall be $550,000.00 and that

(a) the amount of the capital stock heretofore authorized is $50,000.00;

(b) the amount of the additional stock authorized is $500,000.00;

(c) all of the additional stock shall be common stock without preferences, restrictions, or qualifications and with equal voting powers;

(d) the newly authorized stock shall consist of 5,000 shares of the par value of $100.00 per share of one class and that no new stock of nominal or without par value is authorized.

6

RESOLVED FURTHER: that the President or Vice President of Peerless Eagle Coal Co. under his signature and the seal of the corporation certify the foregoing resolution and the fact and the manner of the adoption of the same and of the assenting of all stockholders whose consent has been given to the making of such amendment to the Secretary of State of West Virginia.

Given under my hand and the seal of said corporation this 22^nd day of February, 1962.

President of Peerless Eagle Coal Co.

7

CERTIFICATE OF REDUCTION OF CAPITAL

BY RESOLUTION OF STOCKHOLDERS

The undersigned, ROBERT E. KAMM, President of Peerless Eagle Coal Co., does hereby certify that by agreement in writing of all the stockholders of said corporation, effective December 31, 1962, which was assented to and signed by all of the stockholders who would have been entitled to vote upon the resolution set forth below at a meeting of the stockholders duly called and regularly held, the following resolution was adopted:

RESOLVED:

1. The capital of the Company be reduced by this resolution of the stockholders by retiring and reducing the outstanding shares of the common capital stock now constituting 5100 shares of the part value of $100.00 per share to 500 shares, of the par value of $100.00 per share which will require retirement of 4600 shares now held by James D. Ireland, he being the only holder of the common stock.

2. The amount of $460,000.00 representing the par value of the shares retired shall be charged against and paid out of the capital of the corporation in respect of 4600 shares.

3. The stockholders find that the assets of the corporation remaining after reduction of capital in the amount of $460,000.00 are sufficient to pay any debts, the payment of which have not been otherwise provided for.

4. The president or a vice-president of the corporation under his signature and the seal of the corporation shall certify this resolution and the manner of the adoption of the same and of the assenting of all of the stockholders for the reduction of capital, to the Secretary of State of West Virginia.

The undersigned further declares and states that the assets of the corporation remaining after such reduction of capital are sufficient to pay any debts, the payment of which shall not have been otherwise provided for.

8

Given under my hand and the seal of Peerless Eagle Coal Co. this 31st day of December, 1962.

President of Peerless Eagle Coal Co.

9

CERTIFICATE OF REDUCTION OF CAPITAL

BY RESOLUTION OF STOCKHOLDERS

The undersigned, ROBERT E. KAMM, President of “Peerless Eagle Coal Co.,” does hereby certify to the Secretary of State of West Virginia that by agreement in writing of all the stockholders of said corporation who would have been entitled to vote at a meeting of the stockholders duly called and regularly held, the following resolution was adopted effective November 1, 1963, namely:

RESOLVED:

1. That the Certificate of Incorporation of Peerless Eagle Coal Co. issued by the Secretary of State of the State of West Virginia under the Great Seal of said State on the 21st day of January, 1960, as amended, be, and it is hereby, further amended by changing and increasing the authorized capital stock of this corporation from $50,000.00 divided into 500 shares of the par value of $100.00 each, to $75,000.00 which shall be divided into 750 shares of the par value of $100.00 each; and

(a) the amount of capital stock heretofore authorized is $50,000.00 divided into 500 shares of the par value of $100.00 each;

(b) the amount of additional stock authorized is $25,000.00 divided into 250 shares of the par value of $100.00 each;

(c) the additional stock is common stock only, and there are no preferences, voting powers, restrictions, or qualifications of the newly authorized shares;

(d) the newly authorized stock shall consist of 250 shares of the par value of $100.00 per share; only one class is authorized and no stock of nominal or without par value is authorized.

10

Given under my hand and the seal of Peerless Eagle Coal Co. this 1st day of November, 1963.

President of Peerless Eagle Coal Co.

11

EX-3.145

EXHIBIT 3.145

RESTATED BY-LAWS

OF

PEERLESS EAGLE COAL CO.

(As Amended and Restated on October 1, 1975)

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be six.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 10:00 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or-adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

PEERLESS EAGLE COAL CO.

CONSENT OF DIRECTORS IN LIEU OF ANNUAL MEETING

MAY 26, 1982

The undersigned, being all the Directors of Peerless Eagle Coal (the Company), and acting pursuant to Section 31-1-73 of the West Virginia Code in lieu of holding an Annual Meeting, hereby adopt the following resolutions as of the above date:

RESOLVED, that the following persons are hereby elected to the offices of the Company set opposite their names below to serve until the next Annual Meeting of the Board of Directors and until their successors are elected:

Robert B. Campbell	President
Wm. Blair Massey	Secretary
Henry J. Adams	Treasurer
Michael D. Brown	Assistant Treasurer

AND RESOLVED FURTHER, that the office of Vice President be left vacant for the time being, and

RESOLVED FURTHER, that Section 3.1 of Article III of the By-Laws concerning officers, be and it is hereby amended to eliminate the Office of Honorary Chairman of the Board by changing this first sentence to read: “The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer”.

/s/ E. Morgan Massey

E. Morgan Massey

/s/ Robert B. Campbell

Robert B. Campbell

/s/ Wm. Blair Massey

Wm. Blair Massey

PEERLESS EAGLE COAL CO.

AGREEMENT OF STOCKHOLDER IN LIEU OF ANNUAL MEETING

MAY 25, 1983

The undersigned, being the sole holder of all the outstanding stock of Peerless Eagle Coal Co. (the Corporation), and pursuant to Section 31.1-73 of the West Virginia Code in holding an Annual Meeting, hereby agrees to the adoption following resolutions as of the above date:

RESOLVED, that the actions of the Board of Directors of the Corporation, as recorded in the Minutes of its meetings held since the last Annual meeting of the Stockholder, be and they are hereby approved; and

RESOLVED FURTHER, that Article II, Section 2.2 of the By-Laws that states “The number of Directors the Corporation shall be six”, is to be changed to read “The number of Directors of the Corporation shall be three”; and

RESOLVED FURTHER, that the following persons hereby elected Directors of the Corporation to have until the time immediately preceding the next Annual Meeting of the Stockholder and until their Successors are elected and qualified, viz: Messrs. Morgan Massey, Wm. Blair Massey, and Robert B. Campbell.

A. T. MASSEY COAL COMPANY, INC.
By:	/s/ E. Morgan Massey
	E. Morgan Massey, President

PEERLESS EAGLE COAL CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 9, 1987

The undersigned, being all the Directors of Peerless Eagle Coal Co. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from the calendar year, to November 1 through October 31, to be effective with the year ending October 31, 1987.

/s/ Robert B. Campbell

Robert B. Campbell

/s/ E. Morgan Massey

E. Morgan Massey

/s/ Wm. Blair Massey

Wm. Blair Massey

PEERLESS EAGLE COAL CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Peerless Eagle Coal Co. (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Paul I. McCombs	/s/ H. Drexel Short
Paul I. McCombs	H. Drexel Short
/s/ Bennett K. Hatfield
Bennett K. Hatfield

PEERLESS EAGLE COAL CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Peerless Eagle Coal Co. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Dwayne Francisco

Dwayne Francisco

EX-3.146

EXHIBIT 3.146

ARTICLES OF INCORPORATION

OF

PERFORMANCE COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Performance Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 69, Naoma, West Virginia 25140.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of said person who shall serve as the initial Director until the first annual meeting of shareholders or until his successor is elected and shall be qualified is:

Fletcher A. Cooke, Esq.

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

2

Fletcher A. Cooke, Esq.

P. O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon

3

application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and ale this Articles of Incorporation, and I have accordingly hereto set my hand this 18^th day of August, 1994.

/s/ Fletcher A. Cooke

Incorporator

Articles of Incorporation prepared by:

Fletcher A. Cooke, Esq.

P. 0. Box 26765

Richmond, Virginia 23261

4

EX-3.147

EXHIBIT 3.147

BY-LAWS

OF

PERFORMANCE COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Naoma. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 1:45 P.M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number; Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at

4

each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive

5

officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been

6

authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered

7

and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

8

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or Persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: August 22, 1994

9

PERFORMANCE COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Performance Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Joseph G. Evans	/s/ H. Drexel Short
Joseph G. Evans	H. Drexel Short
/s/ Bennett K. Hatfield
Bennett K. Hatfield

PERFORMANCE COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Performance Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Cary Harwood

Cary Harwood

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ H. Drexel Short

H. Drexel Short

EX-3.148

EXHIBIT 3.148

ARTICLES OF INCORPORATION

OF

PETER CAVE MINING COMPANY

The undersigned incorporator has executed these Articles of Incorporation for the purpose of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions:

ARTICLE I

The name of the Corporation is Peter Cave Mining Company.

ARTICLE II

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10.00 each.

ARTICLE III

The address of the initial registered office of the Corporation shall be 990 Central Avenue, South Williamson, Kentucky 41503, and its initial registered agent at such address shall be Gregory A. Blackburn, Esq.

ARTICLE IV

(1) The Corporation shall indemnify any person who 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 (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the

1

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 or other enterprise, against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner which he 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 his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to 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 he is or was a director, officer, employee or agent 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to

2

the extent that 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 circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsection (1) or (2) (unless ordered by court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsection (1) or (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) By the shareholders.

(5) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding as authorized in the manner provided in subsection (4) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

3

(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(8) For the purpose of this section, reference to “the Corporation” includes all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

4

(9) The Corporation eliminates or limits the personal liability of a director to the Corporation or its shareholders for monetary damages for breach of his duties as a director, except the liability of a director:

(a) For any transaction in which the directors personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

(c) For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or

(d) For any transaction from which the director derived an improper personal benefit.

The above shall not eliminate or limit the liability of any director for any act or omission occurring prior to the effective date of these Articles of Incorporation. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS 271B.8-300.

ARTICLE V

The mailing address of the principal office of the corporation is Post Office Box 1687, Inez, Kentucky 41224.

ARTICLE VI

The name and address of the Incorporator is: Gregory A. Blackburn, 990 Central Avenue. South Williamson, Kentucky 41503.

Signed by the Incorporator this 4^th day of November, 1999.

/s/ Gregory A. Blackburn

(Gregory A. Blackburn)

5

EX-3.149

EXHIBIT 3.149

BY-LAWS

OF

PETER CAVE MINING COMPANY

ARTICLE I.

Vote of Stockholder

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder of a consent in writing setting forth the action so taken.

1.2 Consent in lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May, if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 MEETINGS OF DIRECTORS.

(a) Meeting of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 11:15 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegram or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committee of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgement the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V.

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new By-Laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of the Corporation to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or

6

proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated: November 5, 1999

7

PETER CAVE MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Peter Cave Mining Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Danny C. Cox

Danny C. Cox

EX-3.150

EXHIBIT 3.150

ARTICLES OF INCORPORATION

OF

PILGRIM MINING COMPANY, INC.

The undersigned Incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Pilgrim Mining Company, Inc.

ARTICLE II

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10.00 each.

ARTICLE III

The address of the initial registered office of the Corporation shall be Suite 1000, 201 East Main Street, Lexington, Kentucky 40507 and its initial registered agent at that address shall be Charles E. Shivel, Jr., Esq.

ARTICLE IV

(1) The Corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement

actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or competed action or suit by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that 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 circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

2

(3) To the extent that a director, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsection (1) or (2) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) By the shareholders.

(5) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding as authorized in the manner provided in subsection (4) upon receipt of an undertaking by or on behalf of the director, office, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw,

3

agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(8) For the purpose of this section, reference to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

(9) The Corporation eliminates or limits the personal liability of a director to the Corporation or its shareholders for monetary damages for breach of his duties as a director, except the liability of a director:

(a) For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

4

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

(c) For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or

(d) For any transaction from which the director derived an improper personal benefit.

The above shall not eliminate or limit the liability of any director for any act or omission occurring prior to the effective date of these Articles of Incorporation. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS 271B.8-300.

ARTICLE V

The address of the principle office of the Corporation shall be P. O. Box 2046, Inez, Kentucky 41224.

ARTICLE VI

The name and address of the Incorporator is Howard M. Persinger, Jr., P. O. Box 1258, Williamson, West Virginia 25661.

Signed by the Incorporator at Williamson, West Virginia, this 2^nd day of September, 1993.

/s/ Howard M. Persinger, Jr.

5

EX-3.151

EXHIBIT 3.151

BY-LAWS

OF

PILGRIM MINING COMPANY, INC.

ARTICLE I.

Vote of Stockholder

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder of a consent in writing setting forth the action so taken.

1.2 Consent in lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May, if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 MEETINGS OF DIRECTORS.

(a) Meeting of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 11:15 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegram or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committee of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgement the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V.

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new By-Laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of the Corporation to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or

6

proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated:

7

PILGRIM MINING COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Pilgrim Mining Company, Inc. (the “Corporation”) and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Sidney R. Young, III

Sidney R. Young, III

EX-3.152

EXHIBIT 3.152

ARTICLES OF INCORPORATION

OF

POWER MOUNTAIN COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Power Mountain Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

1

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 707, Summersville, West Virginia 26651.

The full name and address of the appointed person to whom notice of process may be sent is Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of said person who shall serve as the initial Director until the first annual meeting of shareholders or until his successors is elected and qualified is:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

2

VI. The full name and address of the incorporator is:

Charles Q. Gage, Esq.

P. O. Box 553

Charleston, West Virginia 25322

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall

3

determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 24th day of September, 1997.

/s/ Charles Q. Gage

Incorporator

Prepared By:

Charles Q. Gage, Esq.

P. O. Box 553

Charleston, West Virginia 25322

4

STATE OF WEST VIRGINIA;

COUNTY OF KANAWHA, to wit:

I, Robin Westfall, a Notary Public in and for the County and State aforesaid, hereby certify that Charles Q. Gage, whose name is signed to the foregoing Articles of Incorporation, bearing the date, the 24th day of September, 1997, this day personally appeared before me in my said County and State and acknowledged his signature to be the same.

Given under my hand and official seal this the 24th day of September, 1997.

/s/ Robin Lynn Westfall

Notary Public

[SEAL]

My commission expires: 9-27-2005

5

EX-3.153

EXHIBIT 3.153

BY-LAWS

OF

POWER MOUNTAIN COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Summersville. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 3:30 P.M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the_. day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

4

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

5

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from

6

time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an

7

Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

8

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: September 24, 1997

9

POWER MOUNTAIN COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Power Mountain Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Dwayne Francisco

Dwayne Francisco

EX-3.154

EXHIBIT 3.154

ARTICLES OF INCORPORATION

OF

PROGRESSIVE VENTURE CAPITAL CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be Progressive Venture Capital Corp.

II. The address of the principal office of the Corporation will be located at P.O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

The address of the principal place of business of the Corporation will be located at P.O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the Corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amount paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to be Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and

2

reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Roger L. Nicholson, P.O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three and the names and addresses of the persons who shall serve as

3

directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P.O. Box 26765
	Richmond, VA 23261
Johnny R. Jones	P.O. Box 457
	Whitesville, WV 25209
Bennett K. Hatfield	P.O. Box 26765
	Richmond, VA 23261

THE UNDERSIGNED, for the purposes of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 12^th day of December, 1996.

/s/ Roger L. Nicholson

Incorporator

4

EX-3.155

Exhibit 3.155

BY-LAWS

OF

PROGRESSIVE VENTURE CAPITAL CORP.

ARTICLE I

Vote of Stockholders

1.1 Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum. (section restated August 26, 1996)

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 3:15 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of

the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be

combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers: Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

5.3 Checks, Notes and Drafts. Checks, notes and drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation,

any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

PROGRESSIVE VENTURE CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Progressive Venture Capital Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Don L. Blankenship        

Don L. Blankenship

/s/    Bennett K. Hatfield        

Bennett K. Hatfield

/s/    Johnny R. Jones        

Johnny R. Jones

EX-3.156

EXHIBIT 3.156

ARTICLES OF INCORPORATION

OF

RAVEN RESOURCES, INC.

The undersigned incorporator, for the purpose of forming a corporation under the laws of the State of Florida, adopts the following articles of incorporation for such corporation:

ARTICLE ONE.

Name. The name of the corporation is Raven Resources, Inc.

ARTICLE TWO.

Duration. The duration of the corporation is perpetual.

ARTICLE THREE.

Purposes. The purposes for which the corporation is organized are to engage in the coal business and to engage in any activity within the purposes for which corporations may be organized under the Florida General Corporation Act.

ARTICLE FOUR.

Capitalization. The aggregate number of shares which the corporation shall have authority to issue shall be Twenty-Five Thousand (25,000), which shall be divided into Twenty-Five Thousand (25,000) shares of common stock, at a par value of One Dollar ($1.00) each.

ARTICLE FIVE.

Registered Office, Principal Office and Registered Agent. The address of the corporation’s registered office and principal office is 4408 NW 8th Place, Gainesville, Florida 32605, and the name of the corporation’s initial registered agent at such address is Joseph C. Phillips, who is a resident of the State of Florida and whose business office is identical with the registered office.

ARTICLE SIX.

Directors. The number of Directors constituting the initial Board of Directors in one and the name and address of the person who is to serve as initial Director is:

Name	Address
Joseph C. Phillips	4408 NW 8th Place
	Gainesville, Florida 32605

ARTICLE SEVEN.

Incorporators. The name and address of the incorporator is:

Name	Address
Gerald A. Dechow	213 S. Jefferson Street
	Roanoke, Virginia 24011

In witness whereof, I have executed these articles of incorporation in duplicate on August 22^nd 1990.

/s/ Gerald A. Dechow

Gerald A. Dechow

GARDNER, MOSS & ROCOVICH, P.C.

P. O. Box 13606

Roanoke, Virginia 24035

EX-3.157

EXHIBIT 3.157

BY-LAWS

OF

RAVEN RESOURCES, INC.

ARTICLE I - OFFICES

The principal office of the Corporation shall be at the Corporation’s main place of business activity in Gainesville, Florida. The registered office in Florida, required by the Florida Stock Corporation Act, may be, but need not be, identical with the principal office. Other offices within or without the State of Florida may be established by the Board of Directors from time to time.

ARTICLE II - STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders shall be held at 9:00 A.M. on the 31st day of December of each year. If the day fixed be a legal holiday in Florida, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 2. Special Meeting. Special meetings of the stockholders may be called by the President, Board of Directors, or at the call of stockholders holding not less than one-tenth (1/10th) of all shares entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Florida as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of meeting shall be the registered office of the Corporation in Florida.

Section 4. Notice of Meeting. Written notice of all stockholders’ meetings stating the place, day and hour of the meeting; and in the case of a special meeting, the purpose or purposes for which it is called, shall be given, either personally or by mail, to each stockholder of record entitled to vote at each such meeting by the Secretary, or in the case of a special meeting by the Secretary at the direction, or by and at the direction, of the person or persons entitled to call the meeting, not less than ten nor more than fifty days before the date of the meeting, except as a different time is specified by law, in which case such express provision shall govern and control.

Notice of any meeting to act on an amendment of the articles of incorporation or any plan of merger or consolidation shall be given not less than twenty-five (25) days nor more than fifty (50) days before the date of the meeting, except as a different time is specified by law,

in which case such express provision shall govern and control. Such notice shall be accompanied by a copy of the proposed articles of amendment or plan of merger or consolidation. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Registered Stockholders; Closing of Transfer Books; Fixing Record Date. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the party of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Florida. To determine stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or to determine the stockholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period not to exceed, in any case, fifty days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date to be not more than fifty (50) days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the record date for such determination of stockholders shall be the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided for in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, with the address and number of shares held by each. Such list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence of the stockholders who are entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this section have not been substantially complied with, on demand of any stockholder in person or by proxy, the meeting shall be adjourned until the requirements are complied with.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of a meeting of stockholders. If less than a majority thereof is represented at the meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a

2

quorum is present, the affirmative vote of the majority represented and entitled to vote on the subject shall be the act of the stockholders, unless the vote of a greater number is required by law, in which case such express provision shall govern or control, and except in the elections of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority.

Section 8. Proxies. At all meetings of the stockholders, a stockholder entitled to vote may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy. No authorization of an attorney-in-fact to execute a proxy shall be valid after ten (10) years from its date, but such proxies may be accepted as valid in the absence of notice to the contrary.

Section 9. Voting of Shares. Each outstanding share of common stock, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation and except as the Articles of Incorporation may confer on the holders of shares of any particular class or series the right to more than one vote per share, either generally or on particular matters.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. A proxy apparently executed in the name of another corporation shall be presumed to be valid until challenged and the burden of proving invalidity shall rest on the challenger.

Shares standing in the name of a partnership may be voted by any partner. A proxy executed in the partnership name shall be presumed to be valid until challenged and the burden of proving invalidity shall rest on the challenger.

Shares held by two or more persons as joint tenants or tenants in common or tenants by the entirety may be voted in person or by proxy by any of such persons. If more than one of such tenants shall vote such shares, the vote shall be divided among them in proportion to the number of such tenants voting in person or by proxy.

Shares held by an administrator, executor, guardian, committee or curator may be voted by him either in person or by proxy as provided in this section without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy as provided in this section, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver or a trustee in proceedings under the National Bankruptcy Act may be voted by him. Shares held by or under the control of a receiver or a trustee in proceedings under the National Bankruptcy Act may be voted by him without the transfer thereof into his name if authority so to do be contained in an order of the court by which he was appointed.

3

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares belonging to the Corporation of its own stock shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Section 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of Directors shall consist of not less than three (3) nor more than five (5) persons except in the event that all the shares of the Corporation be owned of record by either one (1) or two (2) stockholders, in which case the Directors may be less than three (3), but not less than the number of stockholders. The Board of Directors shall be elected for term or terms of one (1) year unless re-elected sooner at any annual meeting of the stockholders, or at any adjournment thereof, or if any election shall not be held at any such annual meeting, at a special meeting of the stockholders called by the Board of Directors to be held as soon thereafter as convenient. A Director shall hold office for one (1) year and longer until his successor shall have been elected and qualified. Directors need be neither residents of the State of Florida nor stockholders of the Corporation.

Section 3. Election of Directors. The Directors of the Corporation shall be elected by the affirmative vote of the majority represented and entitled to vote if a quorum is present.

Section 4. Executive Committee. See Article VII, Section 1.

Section 5. Vacancies in Board of Directors. Any vacancy in the Board of Directors may be filled by the affirmative vote of the remaining Directors though they be less than a quorum.

Section 6. Removal of Directors. At a meeting of the stockholders called expressly for that purpose, any Director may be removed from office with or without cause, by a vote of the stockholders holding a majority of the shares entitled to vote for the election of Directors.

Section 7. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses and a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

4

Section 8. Regular Meetings. A regular meeting of the Board of Directors shall be held, without other notice than this By-Law, at the same place as and immediately after the adjournment of the annual or other meeting of the stockholders electing the Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Florida, for the holding of additional regular meetings without other notice than such resolution.

Section 9. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Chairman of the Board, or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Florida, as the place for holding any special meeting of the Board of Directors called by them.

Section 10. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally, mailed or telegraphed to each Director at his business address by the Secretary at the direction, or by and at the direction, of the persons or person entitled to call the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at or the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 11. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business.

Section 12. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 13. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or unless he shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE IV - INDEMNIFICATION

Section 1. The Corporation shall indemnify any person who is, was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director,

5

officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interest of the Corporation; or with respect to any criminal action or proceeding, that person had reasonable cause to believe that his conduct was unlawful.

Section 2. The Corporation shall indemnify against expenses (including attorneys’ fees) any person who is, was or is threatened to be made a party to 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 he is or was a Director, officer, employee or agent of the Corporation, or that he is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or actually and reasonably incurred by him in connection with the defense or settlement of such action or suit and if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that 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, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3. To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4. Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (2) by independent legal counsel in a written opinion, if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs; or (3) by the shareholders.

Section 5. Expenses (including attorneys’ fees for counsel elected by the Director) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid promptly by the Corporation when submitted by the Director in advance of the final disposition of such action, suit or proceeding as

6

authorized in the manner provided in Section (4) upon receipt of a legally valid promise or pledge by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.

Section 6. The Corporation shall further indemnify, including in criminal proceedings, any person referred to in this Article, except against his gross negligence or willful misconduct. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation; or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article or of the General Corporation Law of Florida.

ARTICLE V - WAIVER OF NOTICE

Notwithstanding any other provisions of these By-Laws, whenever any notice is required to be given to a stockholder or Director of the Corporation of any meeting for any purpose, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder or Director who attends the meeting shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened.

ARTICLE VI - OFFICERS

Section 1. Election. The Board of Directors may elect from its own number a Chairman of the Board, and shall elect from its own number, a President, a Secretary and a Treasurer. The Board of Directors may elect, as in the opinion of the Board the business of the Company may require, such Vice Presidents (who may or may not be directors); and a Comptroller and a General Counsel. The Board of Directors shall elect or appoint from time to time such other or additional officers as in its opinion are desirable for the conduct of the business of the Company. Any two or more of the foregoing may be held by the same persons, except the office of President and Secretary.

Section 2. Removal. In its discretion the Board of Directors, by the vote of a majority of the whole Board, may leave unfilled for any such period as it may fix by resolution any offices except those of President, Treasurer, and Secretary. Any officer or agent shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors. Any officer, agent, or employee, other than any officer appointed by the Board of Directors, shall hold his office at the discretion of the officer appointing him.

7

Section 3. Duties of Chairman. The Chairman of the Board of Directors if elected, or if none is elected, the President, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By-laws.

Section 4. Duties of President. The President shall be the chief executive and administrative officer of the Company. He shall preside at all meetings of the stockholders and at meetings of the Board of Directors in the absence of the Chairman of the Board. He shall exercise such duties as customarily pertain to the office of President and shall generally and actively supervise the property, business, and affairs of the Company and its several officers. He may appoint officers, agents, or employees other than those appointed by the Board of Directors. He may sign, execute, and deliver in the name of the Company powers of attorney, contracts, bonds, and other obligations and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By-laws.

Section 5. Duties of Executive Vice President. The Executive Vice President shall possess the power and may perform the duties of the President in his absence or disability, and shall perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 6. Duties of Vice Presidents. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President and the Executive Vice President, the Vice President designated by the Board or the President shall perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his duties.

Section 7. Exercise of Rights as Stockholders. Unless otherwise ordered by the Board of Directors, the President or a Vice President thereunto duly authorized by the President shall have full power and authority on behalf of the Company to attend and to vote at any meeting of stockholders of any Corporation in which this Company may hold stock, and may exercise on behalf of this Company any and all of the rights and powers incident to the ownership of such stock at any such meeting, and shall have power and authority to execute and deliver proxies and consents on behalf of this Company in connection with the exercise by this Company of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons.

Section 8. Duties of Comptroller. The Comptroller shall be responsible to the Board of Directors, President and Treasurer for all financial control and internal audits of the Company and its subsidiaries. He shall perform such other duties as may be assigned to him by the Board of Directors, the President or the Treasurer.

Section 9. Duties of Treasurer. The Treasurer shall have general custody of all the funds and securities of the Company and shall have general supervision of the collection and disbursement of funds of the Company. He shall endorse on behalf of the Company for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Company in such bank or banks or depositories as the Board of Directors may designate. He

8

may sign, with the President, or such other person or persons as may be designated for the purpose by the Board of Directors, all bills of exchange or promissory notes of the Company. He shall enter or cause to be entered regularly in the books of the Company full and accurate account of all moneys received and paid by him on account of the Company; shall at all reasonable times exhibit his books and accounts to any Director of the Company upon application at the office of the Company during business hours; and, whenever required by the Board of Directors or the President, shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By-laws. He shall give bond for the faithful performance of his duties in such sum and with such surety as shall be approved by the Board of Directors.

Section 10. Bank Accounts. In addition to such bank accounts as may be authorized in the usual manner by resolution of the Board of Directors, the Treasurer or the Comptroller of the Company (with the approval of the President or the Executive Vice President) may authorize such bank accounts to be opened or maintained in the name and on behalf of the Company as he may deem necessary or appropriate. Payments from such bank accounts are to be made upon and according to the check of the Company which may be signed jointly or singularly by either the manual or facsimile signature or signatures of such officer or bonded employees of the Company as shall be specified in the written instructions of the Treasurer or the Comptroller of the Company with the approval of the President or the Executive Vice President of the Company.

Section 11. Duties of Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors, and of all committees to the extent ordered by the Board of Directors or the President. He shall cause notice to be given of meetings of stockholders, of the Board of Directors, and of any committee appointed by the Board. He shall have custody of the corporate seal and shall have general charge of the records, documents, and papers of the Company not pertaining to the performance of the duties vested in other officers, which shall at all reasonable times be open to the examination of any director. He may sign or execute contracts with the President or a Vice President thereunto authorized in the name of the Company and affix the seal of the Company thereto. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By-laws. He shall be sworn to the faithful discharge of his duties.

Section 12. Duties of General Counsel. The General Counsel shall advise and represent the Company generally in all legal matters and proceedings and shall act as counsel to the Board of Directors and the Executive Committee. The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

Section 13. Vacancies. In case any office shall become vacant, the Board of Directors shall have power to fill such vacancies. In case of the absence or disability of any officer, the Board of Directors may delegate the powers or duties of any officer to another officer or a director for the time being.

Section 14. Salaries. The salaries of the officers and agents shall be fixed from time to time by the Board of Directors and no officer or agent shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. The Board of Directors may delegate certain authority to fix salaries and wages.

9

ARTICLE VII - COMMITTEES

Section 1. Executive Committee; Other Committees. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by the By-Laws, (or in the absence of a By-Law fixing the number of Directors, then of the number stated in the Articles of Incorporation), may designate two or more Directors to constitute an Executive Committee, which, to the extent provided in such resolution or in the Articles of Incorporation or the By-Laws of the Corporation shall have and may exercise all of the authority of the Board of Directors except to approve an amendment of the Articles of Incorporation, a plan of merger or consolidation, a plan of exchange under which the corporation would be acquired, the sale, lease or exchange, or the mortgage or pledge for a consideration other than money, of all, or substantially all, the property and assets of the corporation otherwise than in the usual and regular course of its business, the voluntary dissolution of the corporation, or revocation of voluntary dissolution proceedings. However, the Board of Directors reserves to itself alone the power to declare dividends, issue stock, recommend to stockholders any action requiring their approval, change the membership of any committee at any time, fill vacancies therein, and discharge any committee either with or without cause at any time. The Board may also designate one or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of a regular member or members.

Subject to the foregoing limitations, the Executive Committee shall possess and exercise all other powers of the Board of Directors during the intervals between meetings.

Section 2. Other Committees. The Board of Directors may also designate from among its own members such other committees as the Board may designate, by a resolution adopted by a majority of the Board of Directors present at a meeting at which a quorum is present, which shall in each case consist of not less than two directors, and which shall have such powers and duties as shall from time to time be prescribed by the Board. The President shall be a member ex officio of each committee appointed by the Board of Directors. Any such committee shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent provided in the Articles of Incorporation, By-Laws or resolution of the Board of Directors, except as limited by Section 1 of this Article.

Section 3. Rules of Procedure. A majority of the members of any committee may fix its rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action and shall be subject to revision, alteration, and approval by the Board of Directors; provided that no rights or acts of third parties shall be affected by any such revision or alteration.

ARTICLE VIII - OPERATING DIVISIONS OF THE COMPANY

Section 1. Advisory Board. The Board of Directors of the Company may appoint individuals who may but need not be Directors, officers, or employees of the Company,

10

to serve as members of an Advisory Board of Directors of one or more operating divisions of the Company and may fix fees or compensation of such appointees for attendance at meetings of any such Advisory Boards. The members of any such Advisory Board may adopt and amend rules and regulations for the conduct of their meetings and they shall keep minutes which shall be submitted to the Board of Directors of the Company. The term of office of any member of the Advisory Board of Directors shall be at the pleasure of the Board of Directors of the Company and shall expire the day of the annual meeting of the stockholders of the Company. The function of any such Advisory Board of Directors shall be to advise with respect to the affairs of the operating divisions of the Company to which it is appointed.

Section 2. Titles. From time to time, the Board of Directors of the Company may confer on the employees of the Company assigned to any operating division of the Company, the title of President, Vice President, and any other titles for employees assigned to operating divisions of the Company. These titles shall not be permitted to conflict in any way with any executive or administrative authority established from time to time by the Company. Any employee so designated shall have authority, responsibilities, and duties with respect to his operating division corresponding to those normally vested in the comparable officer of the Company by these By-Laws, subject to such limitations as may be imposed by the Board of Directors of the Company.

ARTICLE IX - CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confirmed to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE X - CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of stock of the Corporation shall be signed by the President or Vice-President and by the Secretary, or, when employed and the power delegated, by an Assistant Secretary. All such certificates shall be consecutively numbered or otherwise identified.

11

Section 2. Transfer of Shares. (a) Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by (i) the holder of record thereof or (ii) his legal representative, who shall furnish proper evidence of authority to transfer or (iii) by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation; and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

(b) In case of loss or destruction of any certificate of stock, another certificate may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation in such form as the Board of Directors shall provide.

(c) The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issuance, transfer, conversion and regulation of certificates for shares of the capital stock of the Corporation not inconsistent with the laws of Florida, the Certificate of Incorporation of the Corporation and these By-Laws.

Section 3. Exercise of Rights as Stockholders. Unless otherwise ordered by the Board of Directors, the President or a Vice President thereunto duly authorized by the President shall have full power and authority on behalf of the Company to attend and to vote at any meeting of stockholders of any corporation in which this Company may hold stock, and to exercise on behalf of this Company any and all of the rights and powers incident to the ownership of such stock at any such meeting, to execute and to deliver proxies, and to consent on behalf of this Company in connection with the exercise by this Company of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons.

Section 4. Salaries. The salaries of the officers and agents shall be fixed from time to time by the Board of Directors and no officer or agent shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. The Board of Directors may delegate certain authority to fix salaries and wages.

ARTICLE XI - FISCAL YEAR

The fiscal year of the corporation will begin on January 1st of each calendar year and end on December 31st of the same calendar year.

ARTICLE XII - DIVIDENDS

The Board of Directors at any regular or special meeting may declare dividends payable out of the surplus of the Corporation, whenever in the exercise of its discretion it may deem such declaration advisable. Such dividends may be paid in cash, property, or shares of the Corporation.

12

ARTICLE XIII - CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation.

ARTICLE XIV - AMENDMENTS

These By-Laws shall be adopted by the Board of Directors. The power to alter, amend or repeal the by-laws or adopt new by-laws shall be vested in the Board of Directors unless reserved to the stockholders by the Articles of Incorporation or the Florida Stock Corporation Law. But By-Laws made by the Board of Directors may be repealed or changed, and new By-Laws made, by the stockholders and the stockholders may prescribe that any By-Law made by them shall not be altered, amended or repealed by the Directors.

A true copy of the By-Laws adopted by the Board of Directors at the organizational meeting held on the 13th day of August, 1990.

        /s/ G. Stanley

                    Secretary

13

EX-3.158

EXHIBIT 3.158

AGREEMENT OF INCORPORATION

I. The undersigned agree to become a corporation. The name of such corporation shall be RAWL SALES & PROCESSING CO.

II. The chief works and principal place of business of said corporation shall be located at 910 Fourth Avenue in the City of Huntington, West Virginia, and the Post Office address shall be Post Office Box 1330, Huntington, West Virginia.

III. The objects and purposes for which the corporation is formed are as follows:

(1) To engage in the business of selling coal and other minerals and products as agent or broker for others and the processing, cleaning, preparing, and loading of such coal and other minerals and products.

(2) To engage in coal-mining operations, including deep mining, strip mining, auger mining, punch mining, and any and all other methods of mining used in the extraction of coal and other minerals and products from the land, and to clean, process, and transport said coal and other minerals or other products so mined, and to engage in all other types or activity ordinarily associated with the mining and removal and preparing of coal and other mineral products.

(3) To engage in the general mercantile business, including the operation of stores, gasoline stations, and other types of mercantile establishments.

(4) To buy, sell, exchange, lease, mortgage, hold, improve, and deal generally in, any and all kinds of real estate, wheresoever located, as well as interests therein, and rights, easements, appurtenances, and hereditaments with respect thereto.

(5) To buy, sell, exchange, and deal generally in, any and all kinds of personal property.

(6) To purchase, subscribe for, or otherwise acquire, own, vote, use, sell, mortgage, pledge, or otherwise dispose of and otherwise deal in and with, shares or other interests in or obligations of other domestic or foreign corporations or firms.

(7) To invest its surplus funds from time to time, and to lend money, and to take and hold real or personal property as security for the payment of funds so invested or loaned.

(8) To purchase, insofar as the same may be done without impairing the authorized capital of the company, and to hold, pledge, and reissue, shares of its own capital stock, but such stock so acquired and held shall not be entitled to vote or to receive dividends while owned by the company.

(9) To conduct its business, carry on its operations, and have offices within and without the State of West Virginia, and to exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the laws of the State of West Virginia.

(10) In general to carry on any business not contrary to the laws of the State of West Virginia pursuant to which this corporation is organized, and to have and exercise all the powers, rights, and privileges conferred by the laws of West Virginia upon corporations formed under such laws, and to do any and all of the things hereinabove set forth to the same extent as natural persons might or could do.

(11) Any two or more of the stockholders of this corporation, by agreement in writing to be filed in the office of the corporation, shall have the right to enter into a voting trust agreement and to vest in some person, persons, corporation, or corporations, as voting trustee or trustees, the exclusive right to vote the shares of stock of the parties to such agreement upon all questions for a reasonable period of time not exceeding ten (10) years, and such trustee or trustees shall thereupon be entitled to exercise such voting rights in conformity with the terms of such agreement in writing, all as is provided in Section 73, Article 1, Chapter 31, of the Official Code of West Virginia.

IV. The amount of the total authorized capital stock of this corporation shall be Fifty Thousand Dollars ($50,000.00), which shall be divided into fifty thousand (50,000) shares of common stock having a par value of One Dollar ($1.00) per share. The minimum amount of capital with which this corporation shall commence business shall be One Thousand Dollars ($1,000.00).

V. Whenever a compromise or arrangement is proposed between this corporation and its creditors, or any class of them, and/or between this corporation and its

2

stockholders, or any class of them, any court of equitable jurisdiction within the State of West Virginia may, on the application in a summary way of this corporation or of any creditor or stockholders thereof, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the laws of the State of West Virginia, order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which such application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

VI. The name and Post Office addresses of the incorporators and the number of shares subscribed for by each are as follows:

Name	Post Office Address	Number of Shares of Common Stock
John A. Wright, Jr.	Huntington, West Virginia	1
M.C. Sturm	Huntington, West Virginia	1
L.E. Woods	Huntington, West Virginia	1

VII. The existence of this corporation is to be perpetual.

3

Given under our hands this 26^th day of March, 1964.

/s/    John A. Wright, Jr.        

/s/    M.C. Sturm        

/s/     L.E. Woods        

EX-3.159

EXHIBIT 3.159

RESTATED BY-LAWS

OF

RAWL SALES & PROCESSING CO.

(As Amended and Restated on April 19, 1974)

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu Of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May (beginning in May, 1975) if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The Board of Directors shall be three in number.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May (beginning in May, 1975) at 10:15 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, as well as other privileges. But nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Agreement. Whenever the vote of Directors at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of such Directors may be dispensed with if all the Directors shall agree in writing to such corporate action being taken.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Vice-President (if any) may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. These By-laws may be amended, altered or repealed by vote of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may

be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

RAWL SALES & PROCESSING, CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Rawl Sales & Processing, Co. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

    /s/ Don L. Blankenship

Don L. Blankenship

    /s/ H. Drexel Short

H. Drexel Short

    /s/ Hiram Mahon

Hiram Mahon

EX-3.160

EXHIBIT 3.160

ARTICLES OF INCORPORATION

OF

RAWL SALES VENTURE CAPITAL CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the corporation shall be Rawl Sales Venture Capital Corp.

II. The address of the principal office of the Corporation will be located at P.O. Box 722, Matewan, West Virginia 25678.

The address of the principal place of business of the Corporation will be located at State Route 49, South, Lobata, West Virginia 25677.

III. The purpose or purposes for which the Corporation in formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation of the State of West Virginia.

IV. No shareholder or other person shall have any perceptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the Corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgements, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of he case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

2

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Paul S. Barbary, P.O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A.T. Massey Coal Company, Inc., 4 North Fourth Street, P.O. Box 26765, Richmond, Virginia 23261.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be one or more, and the names and address of the person who shall serve as initial director until the first annual meeting of the stockholder or until his successor is elected and shall qualify is:

Charles G. Snavely

P.O. Box 722

Matawan, West Virginia 25678

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Article of Incorporation, and I have accordingly hereto set my hand this 10^th day of December, 1991.

/s/ Paul S. Barbery

Incorporator

3

EX-3.161

EXHIBIT 3.161

BY-LAWS

OF

RAWL SALES VENTURE CAPITAL CORP.

ARTICLE I

VOTE OF STOCKHOLDERS

1.1 Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the stockholders’ agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II

DIRECTORS

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 1:30 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The

action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III

OFFICERS

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV

CAPITAL STOCK

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V

MISCELLANEOUS PROVISIONS

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

RAWL SALES VENTURE CAPITAL CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Rawl Sales Venture Capital Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Hiram Mahon       

Hiram Mahon

/s/    Don L. Blankenship   

Don L. Blankenship

/s/    Bennett K. Hatfield  

Bennett K. Hatfield

EX-3.162

EXHIBIT 3.162

ARTICLES OF INCORPORATION

OF

ROAD FORK DEVELOPMENT COMPANY, INC.

The undersigned Incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Road Fork Development Company, Inc.

ARTICLE II

The duration of the Corporation shall be perpetual.

ARTICLE III

The Corporation shall have all the powers conferred upon a corporation organized under the provisions of Chapter 271(A), Section 4 of the Kentucky Revised Statutes, and shall have all the powers necessary, proper, convenient or desirable in order to fulfill and further the purposes of the Corporation.

ARTICLE IV

The number of shares that the Corporation shall have authority to issue shall be 1000 shares of the par value of $10 each.

ARTICLE V

(1) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the

right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against judgments, penalties, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such action, suit or proceeding. Indemnification shall not be made unless the person conducted himself in good faith. In the case of conduct in his official capacity with the Corporation, indemnification shall be made where the person reasonably believed that his conduct was in the Corporation’s best interests. Indemnification shall be made in all other cases where the person reasonably believed that his conduct was not opposed to the best interests of the Corporation. In the case of any criminal action or proceeding, indemnification shall be made where the person had no reasonable cause to believe his conduct was unlawful. 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 by determinative that the person did not act in good faith and in accordance with the requisite standard of conduct set forth above.

(2) Notwithstanding the provisions of section (1) of this Article, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(3) Notwithstanding the provisions of section (1) of this Article, no indemnification shall be made in any proceeding charging improper personal benefit, whether or not involving action in an official capacity, in which such person is adjudged to be liable on the basis that he improperly received personal benefit unless and only to the extent that, the court in which such proceeding was brought shall determine upon application that, despite the adjudication of improper personal benefit but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(4) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in section (1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(5) Any indemnification under sections (1), (2) or (3) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such sections (1), (2) or (3). Such determination shall be made (a) by the Corporation’s Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, and a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (c) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

(6) Reasonable expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be

paid (but shall not hereby be required to be paid) by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in section (5) of this Article, upon receipt of: (a) a written undertaking by or on behalf of such person to repay such amount unless it shall ultimately by determined that he is entitled to be indemnified by the Corporation as authorized in this Article and (b) a written affirmation by the person of his good faith belief that he has met the standard of conduct necessary for indemnification by the Corporation.

(7) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in section (1) who 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, arbitrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in section (1). The provisions of sections (2) through (6) of this Article shall be applicable to any indemnification provided hereafter pursuant to this section (7).

(8) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted

against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

(9) Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person shall be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article.

(10) For the purposes of this section, reference to “the corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a 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 or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

(11) Any indemnification of, or advance of expenses to, a director in accordance with this Article, if arising out of a proceeding by or in the right of the Corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders’ meeting.

ARTICLE VI

The address of the initial registered Office of the Corporation shall be 1000 First Security Plaza, in the City of Lexington, in the State of Kentucky, and its initial registered agent at that address shall be Charles E. Shivel, Jr.

ARTICLE VII

The number of Directors constituting the initial Board of Directors shall be one or more, and the name and address of the person who is to serve as the initial Director is as follows:

Charles E. Shivel, Jr.

1000 First Security Plaza

Lexington, Kentucky 40507

ARTICLE VIII

The name and address of the Incorporator is Charles E. Shivel, Jr., 1000 First Security Plaza, Lexington, Kentucky 40507.

Dated: July 31, 1984

/s/ Charles E. Shivel, Jr.

Incorporator

EX-3.163

EXHIBIT 3.163

BY-LAWS

OF

ROAD FORK DEVELOPMENT COMPANY, INC.

ARTICLE I.

Vote of Stockholder

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder or a consent in writing setting forth the action so taken.

1.2 Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in March if that day is not a legal holiday. If it is, then such consent shall be executed as the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in March at 9:00 a.m., beginning in 1985, if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person if the Corporation has more than one (1) shareholder.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal”, the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of

stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

Dated: August 9, 1984

ROAD FORK DEVELOPMENT COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Road Fork Development Company, Inc. (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Don L. Blankenship

Don L. Blankenship

EX-3.164

EXHIBIT 3.164

READ CAREFULLY THE INSTRUCTIONS

AGREEMENT OF INCORPORATION

(See Arts. 2-5, both incl., of c. 31, also c. 33, Code, for provisions regarding certain corporations.)

I. The undersigned agree to become a corporation by the name of (1)

ROBINSON-PHILLIPS COAL COMPANY

(1) The name of the corporation shall contain one of the words “association,” “company,” “corporation,” “club,” “incorporated,” “society,” “union,” or one of the abbreviations, “co.” or “inc.” but no name shall be assumed already in use by another existing corporation of this State, or by a foreign corporation lawfully doing business in this State, or so similar thereto, in the opinion of the Secretary of State, as to lead to confusion.

II. The principal Office or Place of Business of said Corporation will be located at (1) No. 113 Johnston street, in the city (2) of Beckley, in county of Raleigh and State of West Virginia, Its chief works will be located (3) in at the same place.

(1) Insert number and name of street, if in a city having street numbers, if not, strike out.

(2) Erase the word “city,” “town” or “village, leaving the one required.

(3) Give location of chief works: if at the same place as principal office or place of business, say “Its chief works will be located at the same place.” If there be no chief works, say “Said corporation will have no chief works.” If chief works are in West Virginia, give name of magisterial district and county in which they are or will be located. In case of oil well, gas well, or prospecting companies, and other like companies, where the chief works will be shifting, and in case of companies that will have chief works, or works at different points in this State, say “chief works will be located in              District, in              county, State of West Virginia and elsewhere in said State.” If chief works are not to be in West Virginia, then it is only necessary to give the name of the State or county in which they will be located.

III. The objects for which this Corporation is formed are as follows:

(Please type double space. If not sufficient room here to cover this point add one or more sheets of paper of this size.)

To purchase, own, hold, lease, sublease, sell, mortgage, convey, and otherwise acquire and dispose of, coal mines, coal lands, coal properties, oil, gas and other minerals and mining rights, and other real estate; to own, operate and conduct deep coal mines, strip coal mines, and to do a general coal mining business; to engage in the mining of coal by all lawful methods of mining coal, including strip mining, auger mining, web mining, punch mining, wagon mining, conveyor mining, and all other methods for the mining and removal of coal; to mine, prepare, distribute, sell and generally deal in coal and other minerals and their by-products; to manufacture and sell coke and its by-products; to act as agent and broker for coal and other fuel, and to make contracts with individuals and corporations with reference to handling and selling their coal, and on such terms as may be agreed upon; to buy and sell merchandise at wholesale

and retail and conduct general retail merchandise stores, and otherwise trade in goods, wares and merchandise of every class and description; to own, operate and maintain all necessary tracks, sidetracks and tramroads as may be necessary and convenient to carry on all business herein authorized; to own, operate and maintain electrical lighting plant, machinery and appliances and to purchase or otherwise acquire electrical current or power from any manufacturer thereof for the purpose of carrying on the several things or enterprises herein authorized; to buy, own, build, operate, sell, lease, sublease, and otherwise acquire and dispose of tipples, processing plants, storage silos, powder magazines, shops, storehouses, warehouses, docks, piers and all buildings and structures necessary to the carrying on such business as is herein authorized; to buy, own, build, operate, sell, lease, sublease, and otherwise acquire and dispose of tenement houses, dwelling houses, and all other buildings and structures appurtenant thereto; and to do all things generally that may be necessary or convenient in connection with the operation and conduct of any of the aforesaid lines of business.

To purchase, own, hold, lease, sublease, sell, mortgage, convey, and otherwise acquire and dispose of, oil and gas lands and rights and mining rights pertaining thereto; to own, develop, lease, sublease, sell, dispose of, operate and conduct drilling operations and all other works necessary for the exploration, production, storage, distribution, transportation and sale of oil and gas and their by-products; to lay and operate pipe lines, and to do all things generally that may be necessary or convenient in connection with the operation and conduct of any of the aforesaid lines of business.

To purchase, own, hold, lease, sublease, and sell timber and timer lands, and to cut, log and manufacture into lumber and other products of such timber and to buy and sell lumber and other products of timber at wholesale and retail; to own, lease, construct and operate railroads, tramroads, and all other roads, needful or expedient to the business of the corporation; to acquire, own, sell, lease, sublease and operate saw mills and planning mills, together with all other kinds of machinery, equipment and appliances of every kind and character for the manufacturing of timber, lumber and other products therefrom, and to do all things generally that may be necessary or convenient in connection with the manufacture of timber into lumber and other products of timber, and the sale of the same, and the transportation thereof to market.

To conduct and carry on the business of general contractors and builders for the purposes of building, erecting, altering, repairing, or doing any other work in connection with any and all classes of buildings and improvements of any kind and nature whatsoever; including the building, rebuilding, alteration, repairing or improvement of public buildings, commercial buildings, hotels, apartment houses, factories, warehouses, cold storage houses, dwellings, works or constructions of every kind and description whatsoever, including the locating, laying out and construction, altering, repairing and maintenance of roads, turnpikes, railroads, streets, avenues, docks, ships, sewers, septic tanks, sewerage systems, bridges, wells, parks, swimming pools, athletic fields, stadiums, airfields, recreation facilities, foundations, wells, excavations, canals, street railways, mine tracks, power plants, manufacturing plants, wholesale plants, water distribution plants, reservoirs, aqueducts, artificial and natural gas distribution systems, pipe lines, and generally in all classes of buildings, erections and works of every kind and character, both public and private, or integral parts thereof, and to have performed civil, mechanical and chemical engineering and architectural work, including the preparation of plans and specifications in expert work, as acting and consulting and superintendent engineers and

2

architects, and generally to do and perform any and all works as contractors and builders and with that end in view to solicit, obtain, make, perform and carry out contracts covering the contracting and building business and the work connected therewith.

To purchase, own, hold, use, maintain, manage, operate, develop, lease, sublease, sell, mortgage, exchange, improve, convey, and otherwise acquire and dispose of, real estate and real property, apartment houses, commercial buildings, office buildings, hotels, factories, warehouses, cold storage houses, refrigeration locker plants, grain elevators, filling stations, manufacturing plants, wholesale plants, dwellings, buildings, works or constructions of every kind and description whatsoever.

To purchase, own, hold, use, maintain, manage, operate, develop, lease, sublease, sell, mortgage, exchange, improve, convey, and otherwise acquire and dispose of, real and personal property, or any interest or rights therein, together with any buildings and improvements thereon, and all appurtenances, rights, privileges and easements pertaining thereto, and any equipment necessary and convenient for the use and enjoyment of the aforesaid purposes, and to have surveyed and subdivided the real estate into lots, parks, reservations, avenues, streets and alleys, for the purpose of sale, development, or otherwise, and to do and perform all things necessary and convenient for the development and improvement of the same, for residences, trade or business.

To transact a general real estate agency and brokerage business; to collect rents, and in general to manage real property for others, and to do all things necessary and convenient for the purpose of conducting said businesses.

To conduct and carry on a general roofing, sheet metal, air-conditioning, heating and plumbing, insulation, and weather stripping business.

To conduct and carry on the business of manufacturing, constructing, altering, repairing, selling, maintaining and servicing all kinds of electrical machinery and electrical appliances; and to carry on the business of electricians, electrical engineers and generally deal in all classes of electrical machinery and electrical appliances.

To conduct and carry on the business of manufacturing, constructing, altering, repairing, selling, maintaining and servicing all kinds of machinery and equipment of every kind and character; and to carry on the business of machinists, mechanical engineers, and generally deal in all classes of mechanical machinery and appliances of every kind and character.

To manufacture, buy, sell, trade and deal in all and every kind of material, product, manufactured or unmanufactured, iron, coal, coke, steel, wood, brick, cement, granite, stone and other products and building materials.

To acquire, own, develop, work, lease, sublease, mortgage, sell and dispose of any mines, mining rights and metalliferous land, rock quarries, limestone deposits, sandstone deposits, sand deposits, gravel deposits, clay deposits, topsoil, coal, oil and gas and mining rights thereof, and all other minerals and mining rights thereof, or any interest therein, and to explore, work, exercise, develop and turn to account the same.

3

To crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate and prepare for market ore, metal and mineral substances of all kinds and to carry on any other metallurgical operations which may seem conducive to any of the company’s objects.

To buy, acquire, hold, use, employ, mortgage, convey, lease and dispose of patent rights, letters patent, copyrights, processes, devices, inventions, trademarks, formulas, good will and other rights.

To purchase, acquire, hold and dispose of stocks, bonds, and other obligations, including judgments, interest accounts or debts of any corporation, domestic or foreign owning or controlling any articles which are or might be or become useful in the business of this company, and to purchase, acquire, hold and dispose of stocks, bonds, or other obligations, including judgments, interests, accounts or debts of any corporation, domestic or foreign engaged in a business similar to that of this company, or engaged in the manufacture, use or sale of property or in the construction or operation of works necessary or useful in the business of this company, or in which, or in connection with which, the manufactured articles, product or property of this company may be used, or of any corporation with which this corporation is or may be authorized to consolidate according to law, and this company may issue in exchange therefor the stock, bonds, or other obligations of this company.

To own, operate and conduct a general wholesale business, or a chain of wholesale businesses, and all such other businesses incident thereto or connected therewith, and a general retail business, or a chain of retail businesses, for the purpose of buying and selling mining machinery, equipment and supplies of every kind and character, oil, and gas well supplies, builders’ supplies, electrical supplies, sheet metal supplies, air conditioning supplies, argicultural supplies, paints, chemicals, oils, gasoline, automobile supplies, office supplies, store equipment, hotel equipment, bank supplies, radios, musical instruments, feeds, flour, fertilizer, farm implements, farm supplies of all kinds and character, plumbing supplies, heating supplies, electrical refrigeration supplies, groceries, foods, produce, bakery products, dairy products, farm products, tobacco, cigars, cigarettes, snuff, candy, confectioneries, ice, ice cream, fruit syrups, chocolate, chewing gum, notions, drugs, playing cards, soft drinks, peanut butter, medicines, sanitary supplies, peanut butter sandwiches, peanuts, fruits, nuts, grains, cereals, meats, hay, books, school supplies, stationery, glassware, crockery, pottery, queensware, jewelry, shoes, boots, toys, millinery, hardware, leather goods, sporting goods, carpets, rugs, decorations, furniture, roofing supplies, and all other articles of machinery, equipment, supplies, food products and merchandise necessary and convenient for dress, personal and household use and use in agriculture, mining and manufacturing, and building and construction work.

To manufacture, lease, buy, sell and deal in the aforesaid lines of mining machinery, equipment, supplies of every kind and character, food products and merchandise.

To do a general business as commission merchant, broker, selling agent or factor, for the purpose of buying, selling, dealing in or selling on commission, or otherwise, any of the aforesaid lines of mining machinery, electrical equipment, supplies, products and merchandise of every kind and character.

4

To conduct and carry on the business of manufacturing, buying, selling and dealing in building supplies of every kind and character, alkalies and chemicals of all kinds, and all articles and things used in the manufacture, maintenance and working thereof, and also all apparatus and implements and things for use either alone or in connection with the products of which they are ingredients, or in the manufacture of which they are a factor.

To buy, sell and deal in at retail or wholesale automobiles, trailers, buses, trucks, tractors, motorcycles, bicycles, airplanes, and all other means of conveyance and transportation, and all parts and accessories thereof, and to carry on any trade or business incident thereto or connected therewith.

To conduct a general insurance agency and bond business and insurance brokerage business, consisting of fire, casualty, plate glass, steam boilers, elevator, accident, fidelity, debt, burglary, physician’s defense, marine, credit and life insurance, and all other kinds of insurance on property.

To build, own, acquire, lease, sell, operate and maintain stores, showrooms, buildings, houses, plots, warehouses, depots, garages, trucks, trailers, and any other kind of equipment for transportation of products, power shovels, bulldozers, and any other equipment or appliance that may be necessary or convenient in connection with the operation and conduct of any of the aforesaid lines of businesses.

To own, operate and conduct a general storage and warehouse business, for compensation, for the public generally, for the purpose of storage of all kinds of personal property of every kind and character.

To transact a general real estate agency and brokerage business.

To buy, sell, own, rent and convey property, both personal and real, as the same is necessary and convenient for the purposes of carrying on any and all of the aforesaid lines of business.

To acquire, own, operate, lease and sublease a general outdoor advertising business, including billboards, signs and posters of every kind and description, and to do and perform all kinds of public advertising for persons, firms and corporations.

To do all things generally that may be necessary to conduct any of the aforesaid lines of business.

IV. The amount of the total authorized capital stock of said corporation shall be Fifty Thousand dollars, which shall be divided into five hundred shares of the par value of One Hundred dollars cash.

The amount of capital stock with which it will commence business is Twenty-One Thousand Dollars ($21,000.00 ) being two hundred ten shares One Hundred Dollars ( $100.00 ) each.

5

V. The names and post office addresses of the incorporators and the number of shares of stock subscribed for by each are as follows:

(The number of incorporators to be not less than three as to stock, nor less than one as to nonstock corporations)

NAME (5)	P. O. ADDRESS (6)	No. of Shares Common Stock	No. of Shares Preferred Stock	Total No. of Shares
James H. Robinson	Glen Morgan, West Virginia	70		70
Leonard Phillips	113 Johnston Street Beckley, West Virginia	31		31
Claude Phillips	Pineville, West Virginia	31		31
Ralph Phillips	Rt. 1, Beckley, West Virginia	16		16
Seth Phillips	110 Pershing Street Beckley, West Virginia	31		31
Mae Thios	210 South Oakwood Avenue Beckley, West Virginia	31		31

VI. The existence of this corporation is to be perpetual.

WE, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of West Virginia do make and file this Agreement; and we have accordingly hereunto set our respective hands this 5^th day of January, 1955.

All the incorporators must sign below.

/s/    James K. Robinson         

/s/    Leonard Phillips        

/s/    Claude Phillips        

/s/    Ralph Phillips         

/s/    Seth Phillips        

/s/    Mae Thios         

I, CLAUDE PHILLIPS, President of Robinson-Phillips Coal Company, a corporation created, organized and existing under and by virtue of the laws of the State of West Virginia, do herby certify to the Secretary of State of the State of West Virginia that at a special meeting of the stockholders of Robinson-Phillips Coal Company, duly held at the principal office of Robinson-Phillips Coal Company at Baileysville, Wyoming County, West Virginia, on the 28th day of December, 1970, at 2:00 o’clock, P. M., pursuant to a waiver of notice of said meeting signed by all the stockholders of this corporation, as provided by the bylaws of the corporation, and the laws of the State of West Virginia, at which meeting all of the issued and outstanding shares of the common capital stock of said corporation entitled to vote at such meeting was represented in person, the following resolutions were duly and regularly adopted and unanimously passed, to wit:

“RESOLVED, That the authorized capital stock of Robinson-Phillips Coal Company be increased from 500 shares of the par value of $100.00 each to 5,000 shares of the par value of $100.00 each, to the end that the authorized capital stock be increased from $50,000.00 to $500,000.00.”

“RESOLVED, That the charter of this corporation with respect to the objects for which this corporation is formed be amended to include the following designated and recited paragraphs, to wit, (a), (b) and (c):

(a) To purchase, acquire, sell, mortgage, lease, sublease and otherwise acquire and dispose of farms, farm lands, cultivated and improved lands, uncultivated lands, timber lands, forestry and tree growing lands, and all other lands and real estate of all types for any and all legitimate purposes; to own, hold, operate, lease, mortgage, dispose of and conduct a general farming business and carry on and to do all things generally that may be necessary or convenient in connection with the operation of such farming business; to develop, subdivide, lay out and plat the said real estate into smaller farms, tracts, subdivisions, lots, streets, avenues and alleys and to dispose of the same as may be agreed upon; to engage in the practice of forestry and tree planting of lands; to engage in, conduct and carry on a cattle and livestock industry and to do all things generally that may be necessary and proper to be done in connection with the development and operation of such livestock industry; to engage in, conduct and carry on a farm, saddle, walking, jumping, riding, racing and all other types of horse raising, training and marketing industry and to do all things generally that may be necessary and proper to be done in connection with the development and operation of such horse and livestock producing industry; and to do all things generally that may be necessary or convenient in connection with the operation and conduct of

8

any of the aforesaid lines of businesses for the use, benefit and profit of this corporation, its employees and stockholders.

(b) To purchase, acquire, sell, lease, sublease, mortgage and otherwise acquire and dispose of tracts of fee lands in the State of Florida, and all other lands and real estate of all types for any and all legitimate purposes, for the use, benefit and profit of this corporation, its employees and stockholders, and to develop, operate, hold and conduct thereon a general farming and livestock industry and to do all things generally that may be necessary or convenient in connection with the operation of such farming and livestock business.

(c) To buy and sell and otherwise deal in, both at wholesale and retail, growing, harvesting, storage, brokerage, propagation and development, of all kinds and types of fruits, vegetables, grapefruit, oranges, and all other citrus fruits of every kind and description, and any hybrids thereof, and apples, peaches, pears, plums, grapes, and all other fruits of every kind and description; to engage in the buying, selling and otherwise dealing with and in the canning, freezing, preservation, preparation, distribution and transportation thereof, import and export of the aforesaid fruits and related fruit products of every nature, character and description; to operate and maintain farms, orchards, groves, buildings, stores, warehouses, depots, refrigeration facilities and canneries, for the purpose of preserving, packaging and merchandising any of the aforesaid lines of businesses, and generally to do all acts reasonable and necessary in connection with such businesses.”

Given under my hand as President of Robinson-Phillips Coal Company and the corporate seal of said corporation this the 28th day of December, 1970.

/s/    Claude Phillips        

President of Robinson-Phillips Coal Company

(Corporate Seal)

9

EX-3.165

EXHIBIT 3.165

RESTATED BY-LAWS

OF

ROBINSON-PHILLIPS COAL COMPANY

(As Amended and Restated on May 1, 1974)

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The Board of Directors shall be three in number.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 10:35 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, as well as other privileges. But nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Agreement. Whenever the vote of Directors at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of such Directors may be dispensed with if all the Directors shall agree in writing to such corporate action being taken.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Vice-President (if any) may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. These By-laws may be amended, altered or repealed by vote of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself

attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

ROBINSON-PHILLIPS COAL COMPANY

AGREEMENT OF STOCKHOLDER

MAY 1, 1974

The undersigned, being the sole holder of all the outstanding capital stock of Robinson-Phillips Coal Company (the Corporation), and acting pursuant to Section 31-1-68 of the Code of West Virginia, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended and restated as set forth in the form presented with this Consent under the caption “Restated By-laws of Robinson-Phillips Coal Company (As Amended and Restated on May 1, 1974),” a copy of which is to be filed in the Corporation’s minute book.

A. T. MASSEY COAL COMPANY, INC.
By	/s/ E. Morgan Massey
	E. Morgan Massey, President

EX-3.166

EXHIBIT 3.166

ARTICLES OF INCORPORATION

OF

T. W. ASSOCIATES, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of T. W. ASSOCIATES, INC.

II. The address of the principal office of said corporation will be located at P. O. Box 26765, in the City of Richmond, in the County of Richmond, and State of Virginia 23261.

The address of the principal place of business of said corporation will be located at 208 Main Street, in the City of Weston, in the County of Lewis, State of West Virginia 26452.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes, in order to secure the same and interest thereon, mortgage and deed in trust all or any part or the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

VI. The amount of the total authorized capital stock of said corporation shall be Ten Thousand Dollars ($10,000), which shall be divided into One Thousand (1,000) shares of the par value of Ten Dollars ($10.00) each.

VII. The full name and address of the incorporator is:

NAME	ADDRESS
Gary W. Callahan	Glade Springs
	One Pavillion Drive
	Daniels, West Virginia 25832

VIII. The existence of this corporation is to be perpetual.

IX. The full name and address of the appointed person to whom notice of process may be sent is Gary W. Callahan, Glade Springs, One Pavillion Drive, Daniels, West Virginia 25832.

X. The number of directors constituting the initial board of directors of the corporation is three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
E. Morgan Massey	P. O. Box 26765
	Richmond, VA 23261
Wm. Blair Massey	P. O. Box 26765
	Richmond, VA 23261
Gary W. Callahan	Glade Springs
	One Pavillion Drive
	Daniels, WV 25832

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 20th day of May, 1982.

/s/ Gary W. Callahan

GARY W. CALLAHAN

Articles of Incorporation prepared by:

JACKSON, KELLY, HOLT & O’FARRELL

1500 One Valley Square

Charleston, West Virginia 25

ARTICLES OF AMENDMENT OF INCORPORATION OF

T.W. ASSOCIATES, INC.

T.W. ASSOCIATES, INC., pursuant to authority granted to it to change its corporate name by West Virginia Code Section 31-1-106, adopts the following Articles of Amendment of Incorporation, FILED IN DUPLICATE:

1. The name of the corporation is T.W. ASSOCIATES, INC.

2. The adopted Amendment of Incorporation changes the name of the corporation to ROCKRIDGE COAL COMPANY.

3. The shareholder adopted the Amendment on September 20, 1984.

4. 100 shares of stock of the Corporation are issued and outstanding.

5. All 100 shares were voted for the Amendment.

THE UNDERSIGNED, for the purpose of adopting Articles of Amendment of Incorporation under the laws of the State of West Virginia, do make and file these Articles of Amendment of Incorporation, and we have accordingly hereto set our hands this 20^th day of September, 1984.

/s/ O. B. Bucklen

O.B. Bucklen, President

/s/ Wm. Blair Massey

Wm. Blair Massey, Secretary

Articles of Amendment of Incorporation Prepared by:

Paul S. Barbery, Esq.

P.O. Box 26765

Richmond, VA 23261

EX-3.167

EXHIBIT 3.167

BY-LAWS

OF

T. W. ASSOCIATES, INC.

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Richmond, State of Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May in each year, beginning in 1983, at the hour of 12:40 P.M., local time, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by that President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be three. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for

attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. A Chairman of the Board of Directors and such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. The President and the Chairman of the Board, if any, shall be elected from the membership of the Board of Directors.

Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the Corporation. The principal executive officer of the Corporation shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal

executive officer of the Corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority may, exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the bylaws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by Directors, may sign with the President or a Vice President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the Corporation, the bylaws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the Corporate Seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All

certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the Corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors and with or without sureties as the Board of Directors may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the Corporation shall be kept in the principal office of the Corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the word “Seal.”

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these bylaws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this Corporation may be voted by the Chairman of the Board or the President of this Corporation.

DATED:     June 3, 1982

ROCKRIDGE COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Rockridge Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Roger L. Nicholson

Roger L. Nicholson

/s/ Lloyd C. Adams

Lloyd C. Adams

EX-3.168

EXHIBIT 3.168

ARTICLES OF INCORPORATION

OF

RUM CREEK COAL SALES, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31, of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Rum Creek Coal Sales, Inc.

II. The address of the principal office of said corporation will be located at Massey Building, P. O. Box 26765, in the city of Richmond, state of Virginia.

The address of the principal place of business of said corporation will be located at Route 49, P. O. Box 31, in the city of Lobata, in the County of Mingo, and state of West Virginia.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. No shareholder or other person shall have any pre-emptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving in such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil,

criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

E. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

VI. The amount of total authorized capital stock of said corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VII. The full name and address of the incorporator is: Paul S. Barbery, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of this corporation is to be perpetual.

IX. The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the Director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

Mr. Ben L. Blankenship

Route 49

P.O. Box 31

Lobata, West Virginia 29673

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 30th day of July, 1986.

/s/ Paul S. Barbery

Incorporator

Articles of Incorporation prepared by:

Paul S. Barbery

Attorney-at-law

P. O. Box 26765

Richmond, Virginia 23261

EX-3.169

EXHIBIT 3.169

BY-LAWS

OF

RUM CREEK COAL SALES, INC.

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Richmond, State of Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of March, in each year, at the hour of 11:15 A.M., local time, beginning in 1987, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meeting. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for

attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the Corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the Corporation. The principal executive officer of the Corporation shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meeting of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the Corporation the other shall, in the absence or incapacity of the principal

executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys, due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by Directors, may sign with the President or a Vice President,

certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the Corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the Corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered

and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the Corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the Corporation shall be kept in the principal office of the Corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the Corporation may, pay dividends on it outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this Corporation may be voted by the Chairman of the Board or the President of this Corporation.

DATED: July 24, 1986

RUM CREEK COAL SALES, INC.

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of Rum Creek Coal Sales, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Richard Zigmond

Richard Zigmond

EX-3.170

EXHIBIT 3.170

ARTICLES OF INCORPORATION OF RUM CREEK SYNFUEL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Rum Creek Synfuel Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To buy, sell, produce, process, handle, transport and deal in coal-based synfuel and the marketing of coals, coal-based synfuels and products of coal and coal-based synfuels of all kinds;

2. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired;

3. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

4. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. Box 484, Omar, West Virginia 25638.

The full name and address of the appointed person to whom notice of process may be sent is Roger L. Nicholson, 4 North Fourth Street, Richmond, Virginia 23219.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

John M. Poma, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

2

2. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

4. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

3

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 6^th day of December, 2000.

/s/ John M. Poma

Incorporator

Prepared by:

John M. Poma, Esq.

P. O. Box 26765

Richmond, Virginia 23261

4

EX-3.171

EXHIBIT 3.171

BY-LAWS

OF

RUM CREEK SYNFUEL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Omar. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 2:00 P.M. local time, beginning in 2001, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders

or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as,

the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

RUM CREEK SYNFUEL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Rum Creek Synfuel Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ H. Drexel Short

H. Drexel Short

EX-3.172

EXHIBIT 3.172

AGREEMENT OF INCORPORATION

I. The undersigned agree to become a corporation by the name of

RUSSELL FORK COAL COMPANY

II. The principal office of said corporation shall be located at No. 907 Highland Road, Charleston, West Virginia, and its chief works shall be located in Pike County, State of Kentucky.

III. The objects for which this corporation is formed are as follows: To own in fee simple and to lease coal, lands, real estate and personal property of every description, mining plants, equipments and appliances for mining and shipping coal and making manufacturing and shipping coke; to mine, manufacture, buy, sell, deal in, and deal with, coal, coal briquets and all by-products of coal and coal mining and coke and coke manufacturing, and other minerals; to acquire by purchase, lease, contract or otherwise coal mines, coal lands, and all other minerals, coal properties, minerals and mineral rights, and to manufacture, purchase, or otherwise acquire, hold, own, mortgage, lease, assign, transfer, invest, deal in and deal with and trade in goods, wares, merchandise and property of every class and description, and to operate stores and carry on a general mercantile business.

To buy, sell, exchange, lease, acquire, and deal in lands, mines, mining plants, coal in place, coal and other leaseholds, and all other mineral lands, leaseholds, and rights and estates of every kind generally and without limit as to amount.

To mine, buy, sell, import, and generally deal in, all coal of every kind and character; to act as agent and broker for coal and to make contracts with reference to handling and selling coal and on such terms as may be agreed upon; to buy, lease, build, and own sales-rooms, store houses, docks, piers, and real estate necessary to the carrying on of such business; to carry on the business of engaging, receiving, transporting and delivering coal and merchandise of all kinds upon freight or for hire between any states; to engage in the business of chartering vessels in such service.

To purchase, lease or otherwise acquire oil and gas and oil and gas lands, and to sell or otherwise dispose of the same; to drill for oil and gas and to buy and sell oil, gas or other products of such drilling, either at wholesale or at retail, and generally to engage in the oil and gas business, and to acquire, hold and operate the necessary appliances and equipment for the same, including the right to construct and operate pipe lines for the transportation of oil and gas, but not as a public utility.

To carry on the business of mining, milling, concentrating, converting, smelting, treating, preparing for market, manufacturing, buying, selling, exchanging, and otherwise producing and dealing in manganese, lead, zinc, brass, iron, steel, and all kinds of ores, metals, and minerals, and in the products and by-products thereof of every kind and description, and by whatsoever process the same can be or may hereafter be produced.

To build and operate railroads, tram-roads and other roads through and over lands owned, leased or operated by said corporation, but not to operate a railroad as a common carrier, and to manufacture, own, purchase and sell car irons, car heels, axles, frogs, drum irons, castings, plane-wheels, pulleys, ventilating furnaces, fire baskets, fans, engines, boilers, mine and mill machinery and railway fixtures and appliances generally.

To operate hotels, boarding-houses, restaurants and lodging houses.

To construct, own, acquire, lease, maintain and operate water-works, gas works, electric light and power plants and compressed air plants; to manufacture, sell and deal in dyes, coal tar products and chemicals of every kind and character.

To own, buy, sell, deal in intangible rights and easements appurtenant to real estate and intangible property of all kinds, and to acquire, collect, buy, sell and contract with respect to royalties and rentals from leasehold estates in land, coal, oil, gas, or other minerals.

To own, purchase or otherwise acquire and sell the stocks, bonds and other securities of other corporations or persons, and to borrow all money that may be necessary in the judgment of the proper authorities of said corporation, and to secure such loans by mortgages upon the property of said corporation, or by any other security, and to conduct all business and do all things incidental to the operations as above set out and incidental or appurtenant to the powers hereinbefore set out.

To buy, hold, retire or sell the capital stock of this corporation.

To own, conduct, and operate theatres, moving pictures, and places for the exhibitions of moving pictures, fairs, carnivals, circuses, entertainments of all kinds, swimming pools, gymnasiums, bowling alleys, pool and billiard rooms, lectures, athletic exhibitions and contests, shooting galleries, dance halls, games, amusement booths, skating rinks, athletic, amusement, or recreation clubs, and generally to own, operate and conduct any place, building, business, device, or any exhibition for the amusement, pleasure or recreation of people, provided that no business, exhibition or device requiring a special license under the laws of the State of West Virginia shall be conducted or operated within that State without such special license.

To act as agent, factor, consignee and representative of other persons, firms and/or corporations engaged in any lawful business.

To guarantee any dividends, bonds, notes, contracts, interest payments, or other obligations of any individual, firm, association or corporation.

To assume, perform, and guarantee the performance of, any contract, note, debenture, bond or other obligation of any person, trust, firm, association or corporation.

To engage in any lawful business and to promote and carry out any lawful object or purpose at any place, or places.

To do and perform every other act and thing not inconsistent with law which may be appropriate, necessary, convenient and/or incidental to the objects and purposes hereinbefore set forth and set forth in the laws of the State of West Virginia.

The foregoing statement of purposes shall be construed both as objects and powers, and the statements contained in each clause shall, except where otherwise expressed, be in no wise limited or restricted by reference to, or inference from the terms of any other clause, but shall be regarded as independent purposes and powers, and no recitation, expression or declaration of specific special powers or purposes shall be deemed exclusive, and it is hereby expressly declared and agreed that all other lawful powers not inconsistent therewith are hereby included.

IV. The amount of the total authorized capital stock of said corporation shall be one thousand (1,000) shares of common stock without nominal or par value, which common stock may be issued by the corporation from time to time for such consideration as may be fixed from time to time by the Board of Directors thereof, and no vote of any class of stockholders shall be necessary to authorize such issuance or to fix such consideration, but until action shall be taken by the corporation, acting through its Board of Directors as aforesaid, the stated value of such common stock and the consideration for which it shall be issued is hereby fixed at One Dollar ($1.00) a share, and any and all such shares so issued at $1.00 a share, or such other consideration as shall hereafter be fixed by the Board of Directors as aforesaid, the full consideration for which, determined as aforesaid, has been paid or delivered, shall be deemed fully paid stock and not liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any other payment to said corporation.

The amount of capital with which this corporation will commence business is One Thousand Dollars ($1,000.00), being one thousand (1,000) shares of said stock without nominal or par value at the stated value aforesaid of $1.00 a share.

V. The names and post office addresses of the incorporators and the number of shares of stock subscribed for by each are as follows:

Name	P. O. Address	No. of Shares of Common Stock
Joseph Harris	Charleston, West Virginia	998
J. Newton Harman	Charleston, West Virginia	1
Carrie W. Davis	Charleston, West Virginia	1

VI. The existence of this corporation is to be perpetual.

VII. All officers and directors of this corporation may be nonresidents of the State of West Virginia, and such officers and directors need not be stockholders of said corporation.

VIII. Meetings of stockholders and directors of said corporation, both general and special, may be held either within or without the State of West Virginia.

IX. Branch offices and/or places of business of said corporation at which any business of said corporation may be transacted and any corporate meetings held, may be established either within or outside of the State of West Virginia.

X. The directors of the corporation shall have power to make, alter, amend and supplement the bylaws of the corporation, but any bylaws, or amendments to bylaws, made by the directors may be amended, altered, or repealed by the directors or by the stockholders.

XI. The stockholders by a by-law or resolution shall have the right to provide that the Board of Directors, and each member thereof, shall be personally indemnified and saved harmless by the corporation as to any acts, and the consequences of any acts, done by them and/or any omissions, and the consequences of any omissions, omitted by them, in good faith, upon reasonable premises, and shall likewise be indemnified from any fees, costs, expenses, and charges of litigation, or otherwise, predicated upon, or arising from, any act or omission done and/or omitted in the discharge of their duties as directors, provided that such act or omission does not involve an intentional breach of trust or gross negligence.

XII. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of West Virginia may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the laws of the State of West Virginia, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which such application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this corporation, as the case may be, and also on this corporation.

XIII. The said corporation shall have the power to authorize any two or more of its stockholders, by agreement in writing to be filed in the office of the corporation, to vest in some person, persons, corporation or corporations as voting trustees, the exclusive right to vote the shares of stock of the parties to such agreement, upon all questions for a reasonable period of time not exceeding ten years, and such trustee or trustees shall thereupon be entitled to exercise such voting rights in conformity with the terms of such agreement in writing. Stock standing in

the name of such voting trustees may be voted either in person or by proxy, and in voting such stock such voting trustees shall incur no responsibility as stockholder, trustee, or otherwise, except for their own individual malfeasance. In any case where two or more persons are designated as voting trustees and the right and method of voting any stock standing in their names at any meeting of the corporation are not fixed by the agreement appointing said trustees, the right to vote such stock and the manner of voting the same at any such meeting shall be determined by a majority of said trustees, or if they be equally divided as to the right and manner of voting the same in any particular case, the vote of such stock in such case shall be divided equally among the trustees.

WE, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia do make and file this agreement; and we have accordingly hereunto set our respective hands, this 1st day of November, 1943.

/s/ Joseph Harris

/s/ Carrie W. Davis

/s/ J. Newton Harman

RUSSELL FORK COAL COMPANY

A West Virginia Corporation

CERTIFICATE OF AMENDMENT

I, Joseph Harris, president of Russell Fork Coal Company, a corporation created and organized under the laws of the State of West Virginia, do hereby certify to the Secretary of State of West Virginia that written agreement has been executed by the holders of all of the shares of capital stock of the corporation entitled to vote on an amendment to the Agreement of Incorporation, effecting the change described below by which they agreed in writing to the following resolution, to-wit:

RESOLVED, that the amount of the authorized capital stock of this corporation be increased, and the Agreement of Incorporation be amended by changing Article IV, the first paragraph thereof, to read as follows:

“IV. The amount of the total authorized capital stock of said corporation shall be two thousand (2,000) shares of common stock without nominal or par value, which common stock may be issued by the corporation from time to time for such consideration as may be fixed from time to time by the Board of Directors thereof, and no vote of any class of stockholders shall be necessary to authorize such issuance or to fix such consideration, but until action shall be taken by the corporation, acting through its Board of Directors as aforesaid, the stated value of such common stock and the consideration for which it shall be issued is hereby fixed at $1.00 a share, and any and all such shares so issued at $1.00 a share, or such other consideration as shall hereafter be fixed by the Board of Directors as aforesaid, the full consideration for which, determined as aforesaid, has been paid or delivered, shall be deemed to be fully paid stock and not liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any other payment to such corporation.”

I hereby further certify:

(a) The amount of capital stock of said corporation heretofore authorized is one thousand shares (1,000) without par value.

(b) The amount of additional stock authorized is one thousand shares (1,000) without par value.

(c) The stock previously issued and the additional stock to be issued is all of one class, without preferences, restrictions or qualifications.

GIVEN under my hand and the seal of said corporation this 26th day of May, 1958.

/s/ Joseph Harris

President

ATTEST:

/s/ E.L. Grady

Secretary

CERTIFICATE OF CORPORATE RESOLUTION

I, E. MORGAN MASSEY, President of Russell Fork Coal Company, a West Virginia corporation, do hereby certify that at the adjourned annual meeting of the stockholders of said corporation, duly called and held in Cincinnati, Ohio, on Thursday, May 12, 1966, at which meeting all of the issued and outstanding capital stock of the corporation was present in person, or by proxy, and voting throughout, the following resolution was unanimously adopted:

“BE IT RESOLVED by the stockholders of Russell Fork Coal Company:

“1. That the Certificate of Incorporation and Charter of Russell Fork Coal Company, issued by the Secretary of State of West Virginia under date of November 1, 1943, as the same has heretofore been amended, be further amended by:

“(a) Striking therefrom the first paragraph of Article IV and amending said first paragraph of Article IV so that the same shall hereafter read:

‘IV. The amount of the total authorized capital stock of said corporation shall be Four Thousand (4,000) shares of common stock without nominal or par value, which common stock may be issued by the corporation from time to time for such consideration as may be fixed from time to time by the Board of Directors thereof, and no vote of any class of stockholders shall be necessary to authorize such issuance or to fix such consideration, but until action shall be taken by the corporation, acting through its Board of Directors, as aforesaid, the stated value of such common stock and the consideration for which it shall be issued is hereby fixed at One (1) Dollar a share, and any and all such shares so issued at $1 a share, or such other consideration as shall hereafter be fixed by the Board of Directors as aforesaid, the full consideration for which, determined as aforesaid, has been paid or delivered, shall be deemed fully paid stock and no liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any other payment to said corporation.’”

Given under my hand and the seal of said corporation, this 13th day of May, 1966.

/s/ E. Morgan Massey

President, Russell Fork Coal Company

(CORPORATE SEAL)

ATTEST:

/s/ G.S.

Secretary

EX-3.173

EXHIBIT 3.173

RESTATED BY-LAWS

OF

RUSSELL FORK COAL COMPANY

(As Amended and Restated on February 1, 1977)

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be three.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 12:00 noon, if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The president shall be chosen from among the Directors. Any two officers may be continued in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

RUSSELL FORK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Russell Fork Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Baxter F. Phillips, Jr.

Baxter F. Phillips, Jr.

/s/ Roger L. Nicholson

Roger L. Nicholson

EX-3.174

EXHIBIT 3.174

CERTIFICATE OF INCORPORATION

OF

SCALLOP COAL CORPORATION

* * * * *

1. The name of the corporation is

SCALLOP COAL CORPORATION

2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares in One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

The number of the authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote.

5A. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
B.A. Pennington	100 West Tenth Street
	Wilmington, Delaware 19801
M.A. Brzoska	100 West Tenth Street
	Wilmington, Delaware 19801
R.F. Andrews	100 West Tenth Street
	Wilmington, Delaware 19801

5B. The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is a follows:

NAME	MAILING ADDRESS
MICHAEL CORRIE	c/o ASIATIC PETROLEUM CORPORATION
	One Rockefeller Plaza
	New York, N.Y. 10020
J.D. RITCHIE	c/o ASIATIC PETROLEUM CORPORATION
	One Rockefeller Plaza
	New York, N.Y. 10020
MICHAEL D. LORENZO	c/o ASIATIC PETROLEUM CORPORATION
	One Rockefeller Plaza
	New York, N.Y. 10020
GRAHAM H.D. DAVIES	c/o ASIATIC PETROLEUM CORPORATION
	One Rockefeller Plaza
	New York, N.Y. 10020
MICHAEL J. PAULLI	c/o ASIATIC PETROLEUM CORPORATION
	One Rockefeller Plaza
	New York, N.Y. 10020

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such

2

place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do take this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 5^th day of May, 1976.

/s/ B.A. Pennington

/s/ M.A. Brzoska

/s/ R.F. Andrews

3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SCALLOP COAL CORPORATION

I, L. J. van der Toorn, President of Scallop Coal Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter sometimes called the Corporation), DO HEREBY CERTIFY as follows:

1. That at a meeting of the Board of Directors of the Corporation held on October 21, 1980 a resolution was duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the sole stockholder of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

“RESOLVED, that the Certificate of Incorporation

of the Corporation be amended by deleting

paragraph 1 and substituting in its place and stead

the following paragraph 1:

“1. The name of the corporation is SC COAL CORPORATION.”

2. That, thereafter, on October 21, 1980, the sole stockholder of the Corporation gave its consent to said amendment by means of a written consent in lieu of meeting and vote of stockholders in accordance with the provisions of Section 228 of The General Corporation Law of the State of Delaware.

4

3. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

4. That the capital of the Corporation will not be reduced under or by reason of said amendment.

5. That the change of corporate name of Scallop Coal Corporation to SC Coal Corporation shall be effective upon the filing of this Certificate in the office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, SCALLOP COAL CORPORATION, has caused this Certificate to be signed by L. J. van der Toorn, its President, and attested by James D. Mollica, its Secretary, this 21^st day of October, 1980.

SCALLOP COAL CORPORATION,
by	/s/ L. J. van der Toorn
	L. J. van der Toorn

Attest:

/s/ James D. Mollica

James D. Mollica

EX-3.175

EXHIBIT 3.175

SCALLOP COAL CORPORATION

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of New York, State of New York, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 1977, shall be held on the 1st Monday of May if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of

the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 8. At all meetings of the board three of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and

when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his

office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind, in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

IDENTIFICATION

Section 1. The Corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VII

CERTIFICATES OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment

of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or

for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting

of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

SC COAL CORPORATION

CONSENT OF DIRECTOR IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being the sole Director of SC Coal Corporation (the “Corporation”), and acting pursuant to Section 141(f) of the Delaware General Corporation Law in lieu of holding a special meeting, hereby agrees to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Roger L. Nicholson

Roger L. Nicholson

EX-3.176

EXHIBIT 3.176

ARTICLES OF INCORPORATION FOR PROFIT

OF

Hillsboro Coal Company

Name of Corporation

A TYPE OF CORPORATION INDICATED BELOW

Indicate type of domestic corporation:

x	Business-stock (15 Pa.C.S. § 1306)	¨	Management (15 Pa.C.S. § 2702)
¨	Business-nonstock (15 Pa.C.S. § 2102)	¨	Professional (15 Pa.C.S. § 2903)
¨	Business-statutory close (15 Pa.C.S. § 2303)	¨	Insurance (15 Pa.C.S. § 1301)

¨ Cooperative (15 Pa.C.S. § 7102)

DSCB:15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby, state(s) that:

1. The name of the corporation is: Hillsboro Coal Company

2. The (a) address of this corporation’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)	Fishpot Run Road	Vestaburg	PA	15368	Washington
	Number and Street	City	State	Zip	County

(b)	c/o
		Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4. The aggregate number of shares authorized is: 100 (other provisions, if any, attach 8 ¹/2 x 11 sheet)

5. The name and address, including number and street, if any, of each incorporator is:

Name	Address
Fletcher A. Cooke	4 N. Fourth Street, Richmond, Virginia 23219

6.      The specified effective date, if any, is:	January 29,	1996
	Month  day	Year                            hour, if any

7. Additional provisions of the articles, if any, attach an 8 ½ x 11 sheet.

8. Statutory close corporation only: Neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a “public offering” within the meaning of the Securities Act of 1933 (15 U.S.C. § 77a et seq.).

9. Cooperative corporations only: (Complete and strike out inapplicable term). The common bond of membership among its members/shareholders is:                                                                                                                                                

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of Incorporation this 26^th day of January, 1996.

/s/ Fletcher A. Cooke
(Signature)	(Signature)

2

ARTICLES OF AMENDMENT DOMESTIC BUSINESS CORPORATION

DSCB 15 1915(Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment, the undersigned business corporation, desiring to amend its Articles, hereby states that:

10. The name of the corporation is: Hillsboro Coal Company

11. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)
Number and Street	City	State	Zip	County
Fishpot Run Road	Vestaburg	PA	15368	Washington
(b)
Name of Commercial Registered Office Provider				County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

12.    The statute by or under which it was incorporated is: Business Corporation Law of the Commonwealth of Pennsylvania of 1988.

13. The date of its incorporation is: January 29, 1996.

14. (Check, and if appropriate complete, one of the following):

¨ The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

¨ The amendment shall be effective on: Dec. 21, 1998 (date) at              hour.

15. (Check one of the following):

¨ The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).

x The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

16. (Check, and if appropriate complete, one of the following):

¨ The amendment was adopted by the corporation, set forth in full, is as follows:

x The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

DSCB:15-1914 (Rev 90)-2

17. (Check if the amendment restates the Articles):

¨ The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this              day of                     , 19    .

Hillsboro Coal Company
By:	/s/ Larry E. Palmer
Title:	Asst. Sec.

EXHIBIT — A

HILLSBORO COAL COMPANY

CONSENT OF BOARD OF DIRECTORS

DECEMBER 17, 1998

The undersigned, being all the Directors of Hillsboro Coal Company (the “Corporation”) and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated, hereby agree to the adoption of the following resolutions as of the above date:

WHEREAS, the Corporation wishes to change its name to Scarlet Land Company.

BE IT RESOLVED, that the Board of Directors of the Corporation hereby approves the change of its corporate name to Scarlet Land Company; and

RESOLVED FURTHER, that the Board of Directors of the Corporation hereby approves an Amendment to the Articles of Incorporation of the Corporation changing Line 010 to read Scarlet Land Company; and

RESOLVED FURTHER, that the Corporation hereby authorizes and directs its officers to execute and file the appropriate documents with the Secretary of the Commonwealth of Pennsylvania to effect this change.

ARTICLES OF AMENDMENT DOMESTIC BUSINESS CORPORATION

DSCB 15 1915(Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment, the undersigned business corporation, desiring to amend its Articles, hereby states that:

18. The name of the corporation is: Scarlet Land Company

19. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)
Number and Street	City	State	Zip	County
(b)
Name of Commercial Registered Office Provider				County
National Registered Agents, Inc.				Dauphin

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

20.    The statute by or under which it is incorporated is: Business Corporation Law of the Commonwealth of Pennsylvania of 1988.

21. The date of its incorporation is: January 29, 1996.

22. (Check, and if appropriate complete, one of the following):

¨ The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

¨ The amendment shall be effective on: Sept. 24, 1999 (date) at              hour.

23. (Check one of the following):

¨ The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).

x The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

24. (Check, and if appropriate complete, one of the following):

¨ The amendment was adopted by the corporation, set forth in full, is as follows:

x The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

DSCB:15-1914 (Rev 90)-2

25. (Check if the amendment restates the Articles):

¨ The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 23 day of Sept. 1999.

Scarlet Land Company
(Name of Corporation)
By:	/s/ Larry E. Palmer
Title:	Asst. Sec.

EXHIBIT — A

SCARLET LAND COMPANY

CONSENT OF BOARD OF DIRECTORS

SEPTEMBER 23, 1999

The undersigned, being all the Directors of Scarlet Land Company (the “Corporation”) and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated, hereby agree to the adoption of the following resolutions as of the above date:

WHEREAS, the Corporation wishes to change its name to Scarlet Development Company.

BE IT RESOLVED, that the Board of Directors of the Corporation hereby approves the change of its corporate name to Scarlet Development Company; and

RESOLVED FURTHER, that the Board of Directors of the Corporation hereby approves an Amendment to the Articles of Incorporation of the Corporation changing Line 010 to read Scarlet Development Company; and

RESOLVED FURTHER, that the Corporation hereby authorizes and directs its officers to execute and file the appropriate documents with the Secretary of the Commonwealth of Pennsylvania to effect this change.

EX-3.177

EXHIBIT 3.177

BY-LAWS

OF

HILLSBORO COAL COMPANY

ARTICLE I.

Meetings of Shareholders

1.1 Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Pennsylvania, as from time to time may be fixed by the Board of Directors.

1.2 Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year beginning in 1996, at 11:45 a.m. on the last Wednesday in May, if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.

1.3 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Vice-Chairman of the Board or the President, by a majority of the Board of Directors, or by shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4 Telephone Meetings. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

1.5 Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the shareholders, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than fifty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears in the stock transfer books of the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.6 Quorum. Any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend.

1.7 Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than fifty days prior to such meeting, fixed by the Board of Directors, for the purpose of determining shareholders entitled to vote, as the date on which the stock transfer books of the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney in fact.

1.8 Inspectors. An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the points, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

1.9 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder of a consent in writing setting forth the action so taken.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors constituting the Board of Directors shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected at each annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any director may be removed from office at a meeting called expressly for that purpose by the vote of the shareholders holding a majority of the shares entitled to vote at an election of directors.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board, and the term of office of any director so elected shall expire on the date fixed for the expiration of the term of office of the director to which such director was so elected.

(d) A majority of the number of directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at placed within or without the Commonwealth of Pennsylvania and at timed fixed by resolution of the Board, or upon call of the Chairman of the Board, the Vice-Chairman of the Board, the President or any one of the Directors. The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegraph or telephone (on in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

2.5 Compensation. By resolution of the Board, directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Eligibility for Service as a Director. No person who shall have attained the age of 70 years shall be eligible for election as a director of the Corporation. Any person elected a director prior to age 70 shall retire from the board upon attaining that age, provided that any person serving as a director on the date of the adoption of this By-Law shall be entitled to serve out his term regardless of age.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Committees

3.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these By-Laws, may elect an Executive Committee which shall consist of not less than two directors, including the President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these By-Laws, provided that the Executive Committee shall not have power to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

3.2 Finance Committee. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these By-Laws, may elect a Finance Committee which shall consist of not less than two directors. The Finance Committee shall consider and report to the Board with respect to plans for corporate expansion, capital structure and long-range financial

requirements. The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Corporation as may be requested by the Board or the appropriate officers of the Corporation. The Committee shall report periodically to the Board of Directors on all action which it may have taken.

3.3 Other Committees. The Board of Directors, by resolution duly adopted, may establish such other standing or special committees of the Board as it may deem advisable, consisting of not less than two directors; and the members terms and authority of such committees shall be as set forth in the resolutions establishing the same.

3.4 Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

3.5 Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3.6 Term of Office. Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

3.7 Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

3.8 Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors.

ARTICLE IV.

Officers

4.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

4.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

4.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4.4 Duties of the President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management and direction of the business

and operations of the Corporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a director, and, except as otherwise provided in these By-Laws or in the resolutions establishing such committees, he shall be ex officio a member of all Committees of the Board. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

4.5 Duties of the Vice Presidents. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

4.6 Duties of the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation

of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Financial Committee or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

4.7 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these By-Laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

4.8 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V.

Capital Stock

5.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

5.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by

attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5.4 Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE VI.

Miscellaneous Provisions

6.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” the state of incorporation, and the name of the Corporation.

6.2 Fiscal Year. The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

6.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile.

6.4 Amendment of By-Laws. Unless proscribed by the Articles of Incorporation, these By-Laws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of directors fixed by these By-Laws. The shareholders entitled to vote in respect of the election of directors, however, shall have the power to rescind, amend, alter or repeal any By-Laws and to enact By-Laws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

6.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or the Executive Committee, if any, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of the Corporation to cast the vote which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its

corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

6.6 Financial Statements. The Board of Directors shall cause to be sent to the shareholders, within one hundred twenty days after the close of the Corporation’s fiscal year, financial statements which shall include a balance sheet as of the close of such year, together with statements of income and surplus for such year, prepared so as to present fairly the Corporation’s financial condition and the results of its operations. Such financial statements need not have been examined by an independent certified public accountant nor be accompanied by an opinion of such accountant.

6.7 Indemnification.

(a) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in the manner he 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 no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of non contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he 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 his conduct was unlawful.

(b) Notwithstanding the provisions of paragraph (1) of this Section 6.7, no indemnification shall be made in any action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(c) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) of this Section 6.7, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) of this Section 6.7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has me the applicable standard of conduct set forth in such paragraphs (a) and (b). Such determination shall be made (i) by the Corporation’s Board of Directors by a majority vote

of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or even if obtainable, and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders. If the determination is to be made by the directors, they may rely, as to all questions of law, on the advice of independent counsel.

(e) Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid (but shall not hereby be required to be paid) by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in paragraph (d) of this Section 5.7, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(f) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in paragraph (a) of this Section 6.7 who was or is a party or is threatened to be made a part to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph (a). The provisions of paragraphs (b) and (e) of this Section 6.7 shall be applicable to any indemnification provided hereafter pursuant to this paragraph (f).

(g) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this section and may also procure insurance, in such amounts as the Board of Directors may determine, or behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.

(h) Every reference herein to director, officer, employee or agent shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this section.

ARTICLE VII.

Emergency By-Laws.

The Emergency By-Laws provided in this Article VII shall be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding Articles of this By-Laws or in the Articles of Incorporation of the Corporation or in the Business Corporation Law of the Commonwealth of Pennsylvania (other than those provisions relating to emergency by-laws).

To the extent not inconsistent with these Emergency By-Laws, the By-Laws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency By-Laws shall cease to be operative unless and until another such emergency shall occur.

During any such emergency:

(a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any director. The notice thereof shall specify the time and place of the meeting. To the extend feasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the directors as it may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other person referred to in (b) below.

(b) At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of directors fixed at the time by Article II of the By-Laws. If the directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, to the number necessary to make up such quorum, shall be deemed directors for such particular meeting as determined by the following provisions and in the following order of priority:

(i) Vice Presidents not already serving as directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii) All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(iii) any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c) The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of successor in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative officers, or authorize the officers to do so.

No officer, director or employee acting in accordance with these Emergency By-Laws shall be liable except for willful misconduct.

These Emergency By-Laws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency By-Laws may make any further or different provision that may be practicable and necessary for the circumstances of the emergency.

Dated: January 29, 1996

SCARLET DEVELOPMENT COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Scarlet Development Company (the “Corporation”), and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

EX-3.178

EXHIBIT 3.178

ARTICLES OF INCORPORATION

I. The undersigned agrees to become a corporation by the name of:

            VERA MINING COMPANY

II. The existence of this corporation shall be perpetual.

III. The objects and purposes for which this corporation is formed are as follows:

1. To acquire by purchase, lease or otherwise, coal lands, coal seams and deposits and all necessary mine and mineral rights, privileges, easements, and franchises for the mining, removal, operation and marketing of coal, and to operate and develop coal mines and to manufacture any product of coal and to market the same.

2. To cut, remove and manufacture timber, lumber or other products of timber, and to engage in the business of mining, quarrying, preparing for market and selling all minerals and mineral substances, stone and the products thereof of any sort.

3. To purchase or otherwise acquire lands and interests in lands, whether in leasehold, in fee, or otherwise, situate within or without the State of West Virginia, and to own, hold, improve by buildings or otherwise, and to lease out or otherwise use for income purposes, or to encumber, sell or dispose of any such real estate or improvements, or any interest therein, or to lease the same either as landlord or tenant; to purchase, construct and otherwise acquire, and to own, maintain and operate buildings of any character; and to survey, subdivide, plat and improve lands for purposes of sale or otherwise.

4. To transact any and all lawful business for which the corporation may be incorporated.

IV. The principal office of this corporation shall be at Shannon Branch Mine, Capels, West Virginia, 24820.

V. The name and address of the person to whom shall be sent notice or process served upon, a service of which is accepted by, the Secretary of State is:

Jack B. McNicol

107 Harper Park Drive

P. O. Box 1835

Beckley, WV 25801

VI. The name and address of the incorporator is:

Stephanie J. Racin

707 Laurel Road

Charleston, WV 25314

VII. The authorized capital stock of this corporation shall consist of One Hundred (100) shares with par value of Ten Dollars ($10.00) each.

VIII. The initial board of directors of this corporation shall consist of the following persons:

Alan Belzer

40-50 East 10th Street

Apartment 7-J

New York, NY 10003

Anthony G. Cimei

980 Lawrence Avenue

Westfield, NY 07090

Karl W. Dieckmann

37 Overlook Trail

Morris Plains, NJ 07950

G. David Van Epps

9 Kennilworth Road

Convent Station, NJ 07961

2

IX. The bylaws of this corporation, when adopted by the initial board of directors, shall provide for a board of directors which may consist of any number of persons provided for in said bylaws, or such number of persons as may be determined from time to time by the shareholders of the corporation.

X. Dividends may be declared and paid in cash out of the depletion reserves, but each such dividend shall be identified as a distribution of such reserves and the amount per share paid from such reserves shall be disclosed to the shareholders receiving the same concurrently with the distribution thereof.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does hereby make and file these Articles of Incorporation, and has accordingly hereunto set her hand this 18th day of December, 1979.

/s/ Stephanie J. Racin

3

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

VERA MINING COMPANY

Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

XI. The name of the corporation is VERA MINING COMPANY.

XII. The following resolution amending the Articles of Incorporation was adopted by the sole shareholder of the corporation on the 11th day of March, 1980, in the manner prescribed by Section 107, Article 1, Chapter 31, of the Code of West Virginia:

RESOLVED, that the Articles of Incorporation of Vera Mining

Company be, and they hereby are, amended by changing the name

of the corporation to “SHANNON-POCAHONTAS MINING

COMPANY”.

XIII. At the time of the adoption of the amendment, the corporation had issued and outstanding 100 shares of common stock, all of which shares were entitled to vote on the amendment. There were no shares entitled to vote by class.

XIV. The number of shares voted for such amendment was 100; the number of shares voted against such amendment was none.

XV. Pursuant to Section 73, Article 1, Chapter 31 of the Code of West Virginia, 1931, as amended, it is disclosed that all actions required to be taken by the shareholders or directors of this corporation to authorize the amendment were taken by unanimous written agreement in lieu of a meeting.

Dated March 11, 1980

4

VERA MINING COMPANY
By	/s/ James L. Joyce
	President and
By	/s/ Wm Blair Massey
	Secretary

ARTICLES OF AMENDMENT prepared by:

Spilman, Thomas, Battle & Klostermeyer

P. O. Box 273

Charleston, West Virginia 25321

5

ARTICLES OF AMENDMENT

to

RESTATED ARTICLES OF INCORPORATION

of

SHANNON-POCAHONTAS MINING COMPANY

Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is Shannon-Pocahontas Mining Company.

SECOND: The following Amendment(s) to the Articles of Incorporation was adopted by the shareholders (Note 1) of the corporation as of August 1, 1981, in the manner prescribed by Section 107 and 147, Article 1, Chapter 31.

RESOLVED, that Article I of the Corporation’s Restated Articles of Incorporation be amended in its entirety to read as follows:

“I. The name of the Corporation is Shannon-Pocahontas Coal Corporation.”

THIRD: The number of shares of the corporation outstanding at the time of such adoption was 100; and the number of shares entitled to vote thereon was 100.

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

(Note 2)

CLASS	Number of Shares
Common	100

FIFTH: The number of shares voted for such amendment was 100 being all of the issued and outstanding capital shares of the Corporation and the number of shares voted against such amendment was none. (Note 2)

SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment(s), respectively, was:

	Number of Shares Voted
CLASS	For	Against
Common	100	0

Shannon-Pocahontas Minng (Note 4)
Company
By:	/s/    James L. Joyce
Its		President
	and
	/s/    Wm. Blair Massey
Its		Secretary

Articles of Amendment prepared by:

Charles O. Gage, Esq.

1500 One Valley Square

P. O. Box 553

Charleston, West Virginia 25322

2

EX-3.179

EXHIBIT 3.179

RESTATED BY-LAWS

OF

SHANNON-POCAHONTAS MINING COMPANY

(As Amended and Restated on May 8, 1980)

ARTICLE I.

Vote of Stockholder

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be three.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 12:15 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

5

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

6

SHANNON-POCAHONTAS COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Shannon-Pocahontas Coal Corporation (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article Ill Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Lloyd C. Adams	/s/ Roger L. Nicholson
Lloyd C. Adams	Roger L. Nicholson
/s/ Bennett K. Hatfield
Bennett K. Hatfield

SHANNON-POCAHONTAS COAL CORPORATION

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Shannon-Pocahontas Coal Corporation (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Lloyd C. Adams

Lloyd C. Adams

/s/ Roger L. Nicholson

Roger L. Nicholson

EX-3.180

EXHIBIT 3.180

ARTICLES OF INCORPORATION

OF

SHENANDOAH CAPITAL MANAGEMENT CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be Shenandoah Capital Management Corp.

II. The address of the principal office of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

The address of the principal place of business of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the Corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the

Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amount paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to be Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, VA 23261
Bennett K. Hatfield	P. O. Box 26765
	Richmond, VA 23261
James D. Slater	HC 78 Box 1800
	Madison, WV 25130

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 17^th day of June, 1998.

/s/ Roger L. Nicholson

Incorporator

Prepared by:

Roger L. Nicholson, Esq.

P. O. Box 26765

Richmond, VA 23261

3

EX-3.181

EXHIBIT 3.181

BY-LAWS

OF

SHENANDOAH CAPITAL MANAGEMENT CORP.

ARTICLE I. VOTE OF STOCKHOLDERS

1.1 Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II. DIRECTORS

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum. (section restated August 26, 1996)

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 1:30 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III. OFFICERS

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV. CAPITAL STOCK

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V. MISCELLANEOUS PROVISIONS

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises.

In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

ARTICLE VI. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VII. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE VIII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

SHENANDOAH CAPITAL MANAGEMENT CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Shenandoah Capital Management Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Don L. Blankenship

Don L. Blankenship

/s/    Bennett K. Hatfield

Bennett K. Hatfield

/s/    Mark A. Clemens

Mark A. Clemens

EX-3.182

EXHIBIT 3.182

ARTICLES OF INCORPORATION

OF

SIDNEY COAL COMPANY, INC.

The undersigned incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Sidney Coal Company, Inc.

ARTICLE II

The duration of the Corporation shall be perpetual.

ARTICLE III

The Corporation shall have all the powers conferred upon a corporation organized under the provisions of Chapter 271(A), Section 4 of the Kentucky Revised Statutes, and shall have all the powers necessary, proper, convenient or desirable in order to fulfill and further the purposes of the Corporation.

ARTICLE IV

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value of $10 each.

ARTICLE V

(1) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the

right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against judgments, penalties, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such action, suit or proceeding. Indemnification shall not be made unless the person conducted himself in good faith. In the case of conduct in his official capacity with the Corporation, indemnification shall be made where the person reasonably believed that his conduct was in the Corporation’s best interests. Indemnification shall be made in all other cases where the person reasonably believed that his conduct was not opposed to the best interests of the Corporation. In the case of any criminal action or proceeding, indemnification shall be made where the person had no reasonable cause to believe his conduct was unlawful. 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 by determinative that the person did not act in good faith and in accordance with the requisite standard of conduct set forth above.

(2) Notwithstanding the provisions of section (1) of this Article, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, action or matter as to which such person shall have been finally adjudged to be liable to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

-2-

(3) Notwithstanding the provisions of section (1) of this Article, no indemnification shall be made in any proceeding charging improper personal benefit, whether or not involving action in an official capacity, in which such person is adjudged to be liable on the basis that he improperly received personal benefit unless and only to the extent that, the court in which such proceeding was brought shall determine upon application that, despite the adjudication of improper personal benefit but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(4) To the extent that any such person has been successful on the merits or otherwise in defense or any action, suit or proceeding referred to in section (1) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(5) Any indemnification under sections (1), (2) or (3) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such sections (1), (2) or (3). Such determination shall be made (a) by the Corporation’s Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, and a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (c) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

(6) Reasonable expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be

-3-

paid (but shall not hereby be required to be paid) by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in section (5) of this Article, upon receipt of: (a) a written undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article and (b) a written affirmation by the person of his good faith belief that he has met the standard of conduct necessary for indemnification by the Corporation.

(7) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in section (1) who 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, arbitrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in section (1). The provisions of sections (2) through (6) of this Article shall be applicable to any indemnification provided hereafter pursuant to this section (7).

(8) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted

-4-

against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

(9) Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person shall be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article.

(10) For the purposes of this section, reference to “the corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a 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 or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

(11) Any indemnification of, or advance of expenses to, a director in accordance with this Article, if arising out of a proceeding by or in the right of the Corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders’ meeting.

-5-

ARTICLE VI

The address of the initial registered office of the Corporation shall be 1000 First Security Plaza, in the City of Lexington, in the State of Kentucky, and its initial registered agent at that address shall be Charles E. Shivel, Jr.

ARTICLE VII

The number of Directors constituting the initial Board of Directors shall be one or more, and the name and address of the person who is to serve as the initial Director is as follows:

Charles E. Shivel, Jr.

1000 First Security Plaza

Lexington, Kentucky 40507

ARTICLE VIII

The name and address of the Incorporator is Charles E. Shivel, Jr., 1000 First Security Plaza, Lexington, Kentucky 40507.

Dated: July 31, 1984

    /s/ Charles E. Shivel, Jr.

Incorporator

-6-

EX-3.183

EXHIBIT 3.183

BY-LAWS

OF

SIDNEY COAL COMPANY, INC.

ARTICLE I.

Vote of Stockholder

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder or a consent in writing setting forth the action so taken.

1.2 Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in March if that day is not a legal holiday. If it is, then such consent shall be executed as the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in March at 9:30 a.m., beginning in 1985, if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person if the Corporation has more than one (1) shareholder.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal”, the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be November 1 through October 31 unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of

stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

Dated: August 9, 1984

SIDNEY COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Sidney Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Bennett K. Hatfield

Bennett K. Hatfield

/s/    James D. Slater

James D. Slater

/s/    H. Drexel Short

H. Drexel Short

EX-3.184

EXHIBIT 3.184

ARTICLES OF INCORPORATION

OF

SPARTAN MINING COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Spartan Mining Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 28, Drennan, West Virginia 26667-0028.

The full name and address of the appointed person to whom notice of process may be sent is John Poma, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

David C. Hughart

P. O. Box 190

Leivasy, West Virginia 26676

VI. The full name and address of the incorporator is:

John M. Poma, Esq.

P. O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall

determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 15th day of October, 1997.

/s/ John M. Poma

Incorporator

Prepared By:

John M. Poma, Esq.

P. O. Box 26765

Richmond, Virginia 23261

EX-3.185

EXHIBIT 3.185

BY-LAWS

OF

SPARTAN MINING COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Drennan. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Friday in the month of May, in each year, at the hour of 1:00 A. M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

2

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by it’s Board of Directors.

3

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

4

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best

5

interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be

6

entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

7

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

8

EX-3.186

EXHIBIT 3.186

ARTICLES OF INCORPORATION

OF

SPM CAPITAL MANAGEMENT CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be SPM Capital Management Corp.

II. The address of the principal office of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

The address of the principal place of business of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the Corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the

Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amount paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to be Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, VA 23261
Joseph G. Evans	P. O. Box 69
	Naoma, WV 25140
Bennett K. Hatfield	P. O. Box 26765
	Richmond, VA 23261

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 16^th day of December, 1996.

/s/ Roger L. Nicholson

Incorporator

3

EX-3.187

EXHIBIT 3.187

BY-LAWS

OF

SPM CAPITAL MANAGEMENT CORP.

ARTICLE I.

VOTE OF STOCKHOLDERS

1.1 Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

DIRECTORS

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum. (section restated August 26, 1996)

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 3:20 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III.

OFFICERS

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

CAPITAL STOCK

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by

attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

ARTICLE V.

MISCELLANEOUS PROVISIONS

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be

executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

SPM CAPITAL MANAGEMENT CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of SPM Capital Management Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Don L. Blankenship

Don L. Blankenship

/s/    Bennett K. Hatfield

Bennett K. Hatfield

/s/    Cary Harwood

Cary Harwood

EX-3.188

EXHIBIT 3.188

ARTICLES OF INCORPORATION

OF

ST. ALBAN’S CAPITAL MANAGEMENT CORP.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The name of the Corporation shall be St. Alban’s Capital Management Corp.

II. The address of the principal office of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

The address of the principal place of business of the Corporation will be located at P. O. Box 1951, 300 Kanawha Boulevard, Suite 400, Charleston, West Virginia 25327.

III. The purpose or purposes for which the Corporation is formed are as follows:

To act as a “capital company” in accordance with the West Virginia Capital Company Act and the rules and regulations promulgated thereunder, including but not limited to, making venture and risk capital available in the State of West Virginia for qualified investments, and encouraging and assisting the creation, development and expansion of West Virginia businesses; and to transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

IV. No shareholder or other person shall have any preemptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the Corporation are:

A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the

Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amount paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct in the performance of his duties to be Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2

VI. The amount of the total authorized capital stock of the Corporation shall be Six Hundred Thousand Dollars ($600,000.00), which shall be divided into Six Thousand (6,000) shares of Common Stock with a par value of One Hundred Dollars ($100.00) each.

VII. The full name and address of the incorporator is: Roger L. Nicholson, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of the Corporation shall be perpetual.

IX. The person to whom notice or process may be sent shall be General Counsel, A. T. Massey Coal Company, Inc., 4 North Fourth Street, Richmond, Virginia 23219.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be three and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Don L. Blankenship	P. O. Box 26765
	Richmond, VA 23261
Bennett K. Hatfield	P. O. Box 26765
	Richmond, VA 23261
James C. Gay	P. O. Box 722
	Matewan, WV 25678

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 17^th day of December, 1997.

/s/ Roger L. Nicholson

Incorporator

3

EX-3.189

EXHIBIT 3.189

BY-LAWS

OF

ST. ALBAN’S CAPITAL MANAGEMENT CORP.

ARTICLE I. VOTE OF STOCKHOLDERS

1.1 Written Agreement. Whenever a vote of the Stockholders is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders’ agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholders as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II. DIRECTORS

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum. (section restated August 26, 1996)

(a) Directors shall be elected annually by the Stockholders to succeed those Directors whose terms have expired and to fill any vacancy then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholders.

(c) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(d) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(e) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(f) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 3:45 p.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

3

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III. OFFICERS

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

4

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV. CAPITAL STOCK

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V. MISCELLANEOUS PROVISIONS

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall begin on November 1 of each year and end on October 31 of each successive year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new by-laws subject to repeal or change by action of the Stockholders.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises.

6

In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

7

ST. ALBAN’S CAPITAL MANAGEMENT CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of St. Alban’s Capital Management Corp. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Don L. Blankenship

Don L. Blankenship

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Hiram Mahon

Hiram Mahon

EX-3.190

EXHIBIT 3.190

ARTICLES OF INCORPORATION

OF

STIRRAT COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Stirrat Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principle office of said corporation shall be located at P. O. Box 484, in the city of Omar, and state of West Virginia, 25638.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the Director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

Fletcher A. Cooke

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

Paul S. Barbery

P.O. Box 26765

Richmond, Virginia 23261

2

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the

3

cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this, 26^th day of July, 1993.

/s/ Paul S. Barbery

Articles of Incorporation prepared by:

Paul S. Barbery

P. 0. Box 26765

Richmond, Virginia 23261

4

EX-3.191

EXHIBIT 3.191

BY-LAWS

OF

STIRRAT COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Charleston, State of West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 11:05 A.M., local time, beginning in 1994, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any

adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

2

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the

3

annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

4

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds,

5

contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively,

6

if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

7

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of

8

Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED:

9

STIRRAT COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

SEPTEMBER 22, 2003

The undersigned, being all the Directors of Stirrat Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED, that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of December 31, 2003.

    /s/ H. Drexel Short

H. Drexel Short

    /s/ Kevin T. Varney

Kevin T. Varney

EX-3.192

EXHIBIT 3.192

ARTICLES OF INCORPORATION

OF

STONE MINING COMPANY

The undersigned Incorporator has executed these Articles of Incorporation for the purposes of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions.

ARTICLE I

The name of the Corporation is Stone Mining Company.

ARTICLE II

The number of shares that the Corporation shall have authority to issue shall be 1,000 shares of the par value or $10.00 each.

ARTICLE III

The address of the initial registered office of the Corporation shall be 1000 First Security Plaza, Lexington, Kentucky 40507 and its initial registered agent at that address shall be Charles E. Shivel, Jr., Esq.

ARTICLE IV

(1) The Corporation shall indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or competed action or suit by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that 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 circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper.

2

(3) To the extent that a director, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under subsection (1) or (2) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or

(b) By the shareholders.

3

(5) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding as authorized in the manner provided in subsection (4) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amounts unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(8) For the purpose of this section, reference to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of

4

such a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

(9) The Corporation eliminates or limits the personal liability of a director to the Corporation or its shareholders for monetary damages for breach of his duties as a director, except the liability of a director:

(a) For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the Corporation or its shareholders.

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

(c) For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or

(d) For any transaction from which the director derived an improper personal benefit.

The above shall not eliminate or limit the liability of any director for any act or omission occurring prior to the effective date of these Articles of Incorporation. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS 271B.8-300.

5

ARTICLE V

The address of the principle office of the Corporation shall be General Delivery, Kimper, Kentucky 41539.

ARTICLE VI

The name and address of the Incorporator is Paul S. Barbery, P. O. Box 26765, Richmond, Virginia 23261.

6

Signed by the Incorporator at Richmond, Virginia, this 14^th day of January, 1993.

/s/ Paul S. Barbery

Paul S. Barbery

7

EX-3.193

EXHIBIT 3.193

BY-LAWS

OF

STONE MINING COMPANY

ARTICLE I.

Vote of Stockholder

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder or a consent in writing setting forth the action so taken.

1.2 Consent in lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Friday in May, if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be one or more.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 MEETINGS OF DIRECTORS.

(a) Meeting of the Board of Directors shall be held at such place within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Friday in May at 10:10 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at time fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty four hours’ notice by letter, telegram or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committee of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgement the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of the shares to receive dividends and to vote as such owner.

5

ARTICLE V.

Miscellaneous Provisions

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” the state of incorporation, and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-Laws. The Board of Directors may alter, amend or repeal these By-Laws or adopt new By-Laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of the Corporation to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or

6

proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated:

7

STONE MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Stone Mining Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Michael G. Smith

Michael G. Smith

/s/ Roger L. Nicholson

Roger L. Nicholson

EX-3.194

EXHIBIT 3.194

ARTICLES OF INCORPORATION

OF

SUN COAL COMPANY, INC.

We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Colorado Corporation Act, adopt the following Articles of Incorporation for such corporation:

ARTICLE I

The corporate name of said corporation herein is SUN COAL COMPANY, INC.

ARTICLE II

Said corporation shall have perpetual existence.

ARTICLE III

The nature of the business, objects or purposes to be transacted, promoted or carried on by the corporation are:

1. To carry on the business of coal and hard rock mining, exploration, prospecting, refining, and marketing of all kinds and types of fossil fuels, ores and minerals; and to engage in the business of acquiring, developing, improving, subdividing and selling real estate and improvements.

2. To acquire, by purchase, exchange, or otherwise, all or any part of, or any interest in, the properties, assets, business and goodwill of any one or more persons, firms, associations, or corporations heretofore or hereafter engaged in any business for which a corporation may now or hereafter be organized under the laws of this state; to pay for the same in cash, property, or its own or other securities; to hold, operate, reorganize, liquidate, sell, or in any manner dispose of

the whole or any part thereof; and in connection therewith, to assume or guarantee performance of any liabilities, obligations or contracts of such persons, firms, associations, or corporation, and to conduct the whole or any part of any business thus acquired.

3. To such extent as a corporation organized under the laws of the State of Colorado may now or hereafter lawfully do, either as principal or agent and either alone or in connection with other corporation, firms, or individuals, all and everything necessary, suitable, convenient, or proper for, or in connection with, or incident to, the accomplishment of any of the purposes of the attainment of any one or more of the objects herein enumerated, or designed directly or indirectly to promote the interests of this corporation or to enhance the value of its properties; and in general to do any and all things and exercise any and all powers, rights and privileges which a corporation may now or hereafter be organized to do or to exercise under the laws of the State of Colorado or under any act amendatory thereof, supplemental thereto, or substituted therefor.

ARTICLE IV

The amount of the capital stock of said corporation shall be 150,000 shares of common stock, without par value.

ARTICLE V

Cumulative voting shall not be allowed in the election of directors.

ARTICLE VI

The address of the initial registered office of the corporation is Suite 300, 1200 Lincoln Street, Denver, Colorado 80203, and the name of its initial registered agent at such address is A. H. Tietze.

-2-

ARTICLE VII

The address of the place of business of the corporation is Oak Creek, Colorado.

ARTICLE VIII

The affairs and management of the corporation are to be under the control of a board of directors of not less than three members, nor more than seven, as specified by the bylaws of the corporation, and the following are hereby selected to act as said directors and to manage the affairs of said corporation for the first year of its existence or until their successors are elected and qualified:

A. H. Tietze 3068 So. Patton Court Denver, Colorado 80236	Michael W. Rash 1035 Sherman Street Denver, Colorado 80203
Nancy Oburn 5600 Clay Street Denver, Colorado 80221

ARTICLE IX

The board of directors of the corporation shall have power to make, alter, amend and repeal such prudential bylaws, not inconsistent with the laws of the State of Colorado and this Certificate of Incorporation, as they may deem proper for the management of the affairs of the corporation, Stockholders’ meetings and those of the board of directors may be held outside of the State of Colorado.

ARTICLE X

The name and address of each incorporator is:

  A. H. Tietze

  3068 So. Patton Court

  Denver, Colorado 80236

  Michael W. Rash

  1035 Sherman Street

  Denver, Colorado 80203

  Nancy Oburn

  5600 Clay Street

  Denver, Colorado 80221

-3-

IN WITNESS WHEREOF, we have hereunto subscribed our names this 1st day of August, 1974.

/s/ A. H. Tietze

A. H. Tietze

/s/ Michael W. Rash

Michael W. Rash

/s/ Nancy Oburn

Nancy Oburn

-4-

EX-3.195

EXHIBIT 3.195

RESTATED BY-LAWS

OF

SUN COAL COMPANY, INC.

(As Amended and Restated on January 16, 1976)

ARTICLE I.

Vote of Stockholder.

1.1 Written consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder of a consent in writing setting forth the action so taken.

1.2 Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The Board of Directors shall be three in number.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors have been elected and qualified. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of Colorado as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 11:45 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board

2

of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings. But nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), a Secretary and a Treasurer. Other officers, including a Chairman of the Board, and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on

4

surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. These By-laws may be amended, altered or repealed by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall

5

instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

6

SUN COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Sun Coal Company, Inc. (the “Corporation”), and acting pursuant to Section 7-4-122 of the Colorado Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Bruce A. Johnson

Bruce A. Johnson

/s/ Bennett K. Hatfield

Bennett K. Hatfield

EX-3.196

EXHIBIT 3.196

ARTICLES OF INCORPORATION

OF

STABILITY COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Stability Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and other marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the byproducts thereof, to operate saw mill, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transportation of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P.O. Box 457, Whitesville, West Virginia 25209.

The full name and address of appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of the people who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

Mr. Jeffrey A. Wilson

P.O. Box 1951

Charleston, West Virginia 25327

Mr. H. Drexel Short

P.O. Box 1951

Charleston, West Virginia 25327

Mr. Douglas Korczyk

P.O. Box 299

Sidney, Kentucky 41564

VI. The full name and address of the incorporator is:

Fletcher A. Cooke, Esq.

P.O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, join venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably

incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnify for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 21^st day of April, 1994.

/s/ Fletcher A. Cooke

Incorporator

ARTICLES OF AMENDMENT OF INCORPORATION OF

STABILITY COAL COMPANY

Stability Coal Company, pursuant to authority granted to it to change its corporate name by West Virginia Code Section 31-1-106, adopts the following Articles of Amendment of Incorporation, FILED IN DUPLICATE:

1. The name of the corporation is Stability Coal Company.

2. The adopted Amendment of Incorporation changes the name of the corporation to Support Mining Company.

3. The shareholder adopted the Amendment on April 20, 1995.

4. 100 shares of stock of the Corporation are issued and outstanding.

5. All 100 shares were voted for the Amendment.

THE UNDERSIGNED, for the purpose of adopting Articles of Amendment of Incorporation under the laws of the State of West Virginia, do make and file these Articles of Amendment of Incorporation, and we have accordingly hereto set our hands this      day of April, 1995.

/s/ Douglas M. Korczyk

Douglas M. Korczyk

/s/ Fletcher A. Cooke

Fletcher A. Cooke

EX-3.197

EXHIBIT 3.197

BY-LAWS

OF

STABILITY COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Whitesville. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the share-holders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:15 A.M., local time, beginning in 1995, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the share- holders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders

or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

2

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as,

3

the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

4

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive

5

officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been

6

authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

7

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of

8

Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: April 22, 1994

9

SUPPORT MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Support Mining Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Andrew F. Ashurst

Andrew F. Ashurst

/s/ H. Drexel Short

H. Drexel Short

/s/ Johnny Robertson

Johnny Robertson

10

EX-3.198

EXHIBIT 3.198

ARTICLES OF INCORPORATION

OF

SYCAMORE FUELS, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Sycamore Fuels, Inc.

II. The address of the principal office of said corporation shall be located at Massey Building, P. O. Box 26765, in the city of Richmond, and state of Virginia.

The address of the principal place of business of said corporation shall be located at P. O. Box 722, in the city of Matewan, in the county of Mingo, and state of West Virginia.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. No shareholder or other person shall have any pre-emptive right whatsoever.

V. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

2

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

3

VI. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VII. The full name and address of the incorporator is: Paul S. Barbery, P. O. Box 26765, Richmond, Virginia 23261.

VIII. The existence of this corporation is to be perpetual.

IX. The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

X. The number of directors constituting the initial Board of Directors of the Corporation shall be one or more, and the names and addresses of the persons who shall serve as the Directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

Mr. William Blair Massey

P. O. Box 26765

Richmond, Virginia 23261

Mr. Larry Moore

P. O. Box 722

Matewan, West Virginia 25678

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this, 20^th day of December, 1989.

/s/ Paul S. Barbery

Incorporator

Articles of Incorporation prepared by:

Paul S. Barbery

Attorney-at-Law

P. O. Box 26765

Richmond, Virginia 23261

4

EX-3.199

EXHIBIT 3.199

BY-LAWS

OF

SYCAMORE FUELS, INC.

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Richmond, State of Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 9:00 A.M., local time, beginning in 1990, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or vote at any meeting of shareholders

or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to note, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meeting. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as,

the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the Corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the Corporation. The principal executive officer of the Corporation shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meeting of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the Corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive

officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the Corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by Directors, may sign with the President or a Vice President, certificates for shares of the Corporation the issuance of which shall have been authorized by a

resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the Corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the Corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the Corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less that double the value of shares represented by such certificate, in form satisfactory to the Board of Directors may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the Corporation shall be kept in the principal office of the Corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time, declare, and the Corporation may, pay dividends on it outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these by-laws or under the provisions of the Articles of

Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this Corporation may be voted by the Chairman of the Board or the President of this Corporation.

DATED: December 21, 1989

SYCAMORE FUELS, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Sycamore Fuels, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Michael G. Smith

Michael G. Smith

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Bruce A. Johnson

Bruce A. Johnson

EX-3.200

EXHIBIT 3.200

ARTICLES OF INCORPORATION

OF

T. C. H. COAL CO.

KNOW ALL MEN BY THESE PRESENTS:

That I, a natural person over the age of twenty-one (21) years, form a corporation under the provisions of Chapter 271 of the Kentucky Revised Statutes, and adopt the following Articles of Incorporation:

ARTICLE I

The name of the corporation is T. C. H. COAL CO.

ARTICLE II

The purposes for which the corporation is organized, the business which it may conduct and the enterprises in which it may engage include the following to the extent permitted by law (in addition to those powers conferred by statute):

(1) To engage in all lawful forms of business.

(2) To mine, sell and ship coal and other minerals; to purchase, lease and hold in fee simple or upon royalty or rental or otherwise, and to sell, lease, or otherwise dispose of, coal and coal lands and other real and personal property necessary or convenient in the transaction of said business; to engage in business, both wholesale and retail, as producers and dealers in coal, coal briquettes, coke, wood, fuel, oil and other combustibles; to own, control and maintain storage yards and houses, motor vehicles, watercraft, cars and other means of transportation delivery; to produce and deal in gas, oil and other mineral products; to construct and operate all necessary railroads and tamroads; to buy and sell merchandise at wholesale and retail, and conduct a general mercantile business; and to acquire, hold, work and operate mines and lodes, and to do all things incident to the general business of mining and to treat and market the product of the mines.

(3) To purchase, own and hold the stock of other corporations, and to do every act and thing incident to the ownership thereof, including the direction of the operations and businesses and such other corporations through its ownership of stock therein.

(4) To purchase, take, receive, subscribe for and otherwise acquire, own, hold, vote, use, employ, sell, mortgage, deal in and with, shares and other interests in and promissory notes, bills of exchange, trade acceptances and other obligations of itself or other corporations (whether domestic or foreign), associations, partnerships or individuals, and direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality, of a governmental instrumentality.

(5) To acquire in whole or in part the assets, property, rights and goodwill of any corporation, association, partnership or individual and to assume and agree to pay the whole or any part of the liabilities and obligations of the transferor.

(6) To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations and secure them by mortgage or pledge of all or any of its property, franchises and income, and to issue its notes, bonds or other evidence of indebtedness convertible into common or preferred stock or other securities of the corporation.

(7) To purchase, take, receive, lease or otherwise acquire, own, hold, use, improve and otherwise deal in and with, and to sell, convey, mortgage, pledge, lease, exchange, transfer or otherwise dispose of real and personal property, chattels real and all interests, rights and equities therein.

(8) To the extent permitted by law, to act as agent, broker or attorney-in-fact for others for any purposes.

(9) To conduct its business, carry on its operations, have offices and exercise its corporate powers in any state, territory, district and possession of the United States and in any foreign country.

(10) The corporation shall have power to indemnify any person who 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 (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any

-2-

action, suit or proceeding referred to herein, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Any indemnification herein (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth herein. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. The indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. The corporation shall have power to purchase and maintain insurance on behalf of any person, who is or was a director, officer, employee or agent 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 or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions hereof.

(11) To such extent as a corporation organized under Chapter 271 of the Kentucky Revised Statutes may now or hereafter lawfully do, and either as principal or agent and either alone or in connection with other corporations, firs or individuals, to do all and everything necessary, suitable, convenient or proper for, or in connection with, or incident to, the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or designed directly or indirectly to promote the interests of the corporation or to enhance the value of its properties; in general to do any and all things and exercise any and all powers, rights and privileges which a corporation may now or hereafter be organized to do or to exercise under the said Chapter 271 or under any laws amendatory thereof, supplemental thereto or substituted therefor; and to do any or all the things hereinbefore set forth to the same extent as natural persons might or could do.

The foregoing provisions shall be construed both as purposes and powers and each as an independent purpose and power. The foregoing enumeration of specific purposes and powers shall not be held to limit or restrict in any manner the purposes and powers herein specified, which shall, except when otherwise provided herein, be in no wise limited or restricted by reference to, or inference from the terms of any provisions of this or any other article hereof.

ARTICLE III

The corporation shall have perpetual duration.

-3-

ARTICLE IV

The address of the corporation and its registered office is 410 Ann Street, Frankfort, Franklin County, Kentucky 40601; and the name and address of its registered agent is Travis M. Bush, 410 Ann Street, Frankfort, Franklin County, Kentucky 40601.

ARTICLE V

The aggregate number of shares which the corporation shall have authority to issue is Four Thousand (4,000) shares, of which Two Thousand (2,000) shares of the par value of One Hundred Dollars ($100) per share shall be designated preferred shares and Two Thousand (2,000) shares without par value shall be designated common shares.

The relative rights, preferences, privileges and limitations of the shares of each class are as follows:

(1) Dividends. The holders of preferred shares, in preference and priority to the holders of common shares, shall be entitled to receive, when and as declared by the Board of Directors, noncumulative dividends at the rate of $6 a share per year, and no more, payable to shareholders of record at the close of business on such date preceding the payment thereof as may be fixed by the Board of Directors on declaring any such dividend. Such dividend shall not be cumulative and the holders of preferred shares shall have no right to such dividend even though the corporation has funds legally available for the payment of dividends unless the same shall have been declared by the Board of Directors, but such dividend shall be paid or declared and set apart for payment in any year before dividends for such year are declared and paid on the common shares.

(2) Redemption. The corporation, at the option of the Board of Directors, may redeem the whole or, from time to time, may redeem any part of the preferred shares on any dividend date by paying therefor in cash the sum of $105 per share, plus an amount equal to all dividends thereon declared but unpaid on the date fixed for redemption, such sum being hereinafter referred to as the redemption price. At least 30 days’ previous notice by registered mail, postage prepaid, shall be given to the holders of record of the preferred shares to be redeemed, such notice to be addressed to each such shareholder at his post office address as shown by the records of the corporation. On the date fixed for redemption and stated in such notice, each holder of preferred shares called for redemption shall surrender his certificate for such shares to the corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If less than all the shares represented by any such surrendered certificate are so redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given and if, on or before

-4-

the date fixed for redemption, funds necessary for the redemption shall have been set aside so as to be and continue available therefor, then, notwithstanding that the certificates evidencing any preferred shares so called for redemption shall not have been surrendered, no dividend shall be payable on such shares after the date fixed for redemption and all rights with respect to the shares so called for redemption shall forthwith, after such date, terminate, except only the right of the holders to receive the redemption price thereof without interest. At any time after giving notice of redemption of all or any part of the preferred shares, the corporation may deposit with a bank or trust company, as a trust fund for the benefit of the holders of the shares called for redemption, an amount in cash sufficient to pay the redemption price of such shares. After the making of such deposit, such shares shall not be deemed to be outstanding for any purpose and the rights of the holders thereof shall be limited to the right to receive payment of the redemption price from such fund upon surrender of the certificates. Subject to the provisions thereof, the Board of Directors shall have authority to prescribe the manner in which all or any part of the outstanding preferred shares shall be redeemed.

(3) Liquidation or dissolution. In the event of the voluntary liquidation or dissolution of the corporation, the holders of preferred shares shall be entitled to receive out of the assets of the corporation, whether such assets are capital or surplus, the sum of $105 per share and a further amount equal to any dividends thereon declared and unpaid to the date of such distribution, and no more, before any payment shall be made or any assets distributed to the holders of common shares. In the event of the involuntary liquidation or dissolution of the corporation, the holders of preferred shares shall be entitled to receive out of assets of the corporation, whether such assets are capital or surplus, the sum of $100 per share and a further amount equal to the dividends declared and unpaid thereon to the date of such distribution, and no more, before any payment shall be made or any assets distributed to the holders of common shares. If, upon any liquidation or dissolution, whether voluntary or involuntary, the assets thus distributed among the holders or preferred shares are insufficient to permit the payment to such shareholders of the full preferential amounts thereof, then the entire assets of the corporation to be distributed shall be distributed ratably among the holders of preferred shares. After payment or distribution to the holders of preferred shares of such preferential amounts, the holders of common shares shall be entitled to receive ratably all the remaining assets of the corporation. A consolidation or merger of this corporation with or into any other corporation or corporations shall not be deemed to be a liquidation or dissolution within the meaning of this clause.

(4) Voting rights. The holders of preferred shares shall not be entitled to vote, and the holders of common shares shall have all the voting power of the corporation.

(5) Pre-emptive or preferential rights. No stockholder of the corporation shall, by reason of his holding shares therein, have any pre-emptive or preferential right to purchase or subscribe for any shares of any class of the corporation, now or hereafter to be authorized, of any notes, debentures, bonds or other securities, convertible into or carrying options or warrants to purchase such shares, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder; and the Board of Directors may issue shares of the corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares for such consideration as they in their discretion may determine without offering any such shares, either in whole or in part, to existing stockholders.

-5-

ARTICLE VI

The amount of capital with which the corporation shall commence business is One Thousand Dollars ($1,000.00).

ARTICLE VII

The name and address of, and the number of shares of common stock subscribed by, the sole incorporator are as follows:

Name	Address	No. Shares of Common Stock
Travis M. Bush	410 Ann Street Frankfort, Kentucky 40601	10

ARTICLE VIII

The number of directors shall be fixed by resolution of the Board of Directors or by the bylaws. Unless otherwise determined, the number of directors shall be three (3). Vacancies in the Board of Directors, including vacancies occurring by reason of the creation of additional directorships, shall be filled by the remaining member or members of the Board.

ARTICLE IX

The authority to make, amend and repeal bylaws is vested in the Board of Directors, subject to the power of the stockholders to change or repeal such bylaws, as provided by the laws of Kentucky.

IN TESTIMONY WHEREOF, witness the signature of the incorporator this 9th day of December, 1971.

/s/ Travis M. Bush

Travis M. Bush

-6-

I hereby certify that I prepared the foregoing Articles of Incorporation of T. C. H. Coal Co.

/s/ L. L. Leatherman

L. L. Leatherman

Greenebaum Grissom Doll Matthews & Boone

614 Kentucky Home Life Building

Louisville, Kentucky 40202

-7-

EX-3.201

EXHIBIT 3.201

BY-LAWS

OF

T. C. H. COAL COMPANY

ARTICLE I.

Vote of Stockholder.

1.1 Written Consent. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon execution by the Stockholder of a consent in writing setting forth the action so taken.

1.2 Consent in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, a consent pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such consent shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The Board of Directors shall be three in number.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office by action of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of Kentucky as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May at 9:15 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, as well as other privileges. But nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Section may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon execution by all the Directors of a consent in writing setting forth the action so taken.

3

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed summarily with or without cause, at any time, by the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.4 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

4

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. These By-laws may be amended, altered or repealed by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other Corporation.

6

T.C.H. COAL CO.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of T.C.H. Coal Co. (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ H. Drexel Short

H. Drexel Short

/s/ Bennett K. Hatfield

Bennett K. Hatfield

/s/ Baxter F. Phillips, Jr.

Baxter F. Phillips, Jr.

7

EX-3.202

EXHIBIT 3.202

STATE OF TENNESSEE

CERTIFICATE OF INCORPORATION

Name.	First. The name of this corporation is The Grundy Mining Company, Inc.
Address.	Second. The address of the principal office of this corporation in the State of Tennessee is Tracy City, Tennessee
Business.	Third. The general nature of the business to be transacted by this corporation is All phases of the coal industry
Stock, with Classifications and Distinguishing Characteristics, if any.	Fourth. The maximum number of shares of stock which this corporation is authorized to have outstanding at any time is to be five hundred (500) shares of no par common stock.
Initial	Fifth. The amount of capital with which this corporation will begin business
Capital.	Shall be (not less than One Thousand) One Thousand Dollars ($1,000.00) Dollars; and when such amount so fixed shall have been subscribed for, all subscriptions of the stock of this corporation shall be enforceable and it may proceed to do business in the same manner and as fully as though the maximum number of shares authorized under the provisions of the preceding section hereof shall have been subscribed for.
Duration.	Sixth. The time of existence of this corporation shall be perpetual.
Other Provisions. (See Section 5. Subsection 7. of the Corporation Act of 1929.)	Seventh. This corporation, by virtue of its existence, shall have power:
	1. To sue and be sued in and by its separate name in law or equity.

2. To make contracts, and at its option, to have and use a common seal; of no seal, then the signature of the name of the corporation by any duly authorized officer shall be legal and binding.

3. To purchase and hold, or receive by gift, real and personal property, and also to accept and hold any real estate in payment of any debt due the corporation, and to sell and convey, or to lease real property and to sell or otherwise dispose of personal property or corporate purposes.

4. Establish bylaws, and make all rules and regulations not inconsistent with the laws of the State or of the United States, which may be deemed expedient for the management of corporate affairs.

5. To appoint such officers and agents as the business of the corporation may require, and to designate the name of such office and fix the compensation for same.

6. To borrow money and contract debts when necessary or proper for the transaction of its business, and to issue bonds, promissory notes or other obligations and evidences of indebtedness, either secured or unsecured, and the corporate property may be used in securing same.

7. To conduct business, have one or more offices, and hold, purchase, engage and convey real estate and personal property in this State and in any other of the several states.

8. To do everything necessary and proper for the objectives enumerated in this certificate of incorporation or amendment thereof, or necessary or incidental to the protection and benefit of the corporation, and in general to carry on any lawful business necessary or incidental to the attainments of the objections of the corporation; provided, however, that such powers shall in no event be construed to include those objects for which corporations may not be formed under the laws of this State.

We, the undersigned, apply to the State of Tennessee, by virtue of the laws of the land, for a Charter of Incorporation for the purposes and with the powers, etc., declared in the foregoing instrument.

Witness our hands this the 9th day of May, 1960.

Subscribing Witness:	/s/    Paul B. W. Kelly
	/s/    Gladys Rogers
	/s/    Paul D. Kelly, Jr.

-2-

ARTICLES OF AMENDMENT TO THE CHARTER

OF

GRUNDY MINING COMPANY, INC.

Pursuant to the provisions of Section 48-1-303 of the Tennessee General Corporation Act, the undersigned Corporation adopts the following articles of amendment to its charter:

1. The name of the Corporation is Grundy Mining Company, Inc.

2. The amendment adopted is:

Item “FIRST” is deleted. The new item FIRST reads as follows:

FIRST: The name of the Corporation is: Tennessee Consolidated Coal Company.

Item “SECOND” is deleted. The new item SECOND reads as follows:

SECOND: The address and principal office of this Corporation in the State of Tennessee is:

204 Betsy Pack Drive

Jasper, Tennessee 37347

3. The amendment was duly adopted by the unanimous written consent of the shareholders on February 15, 1985.

4. No exchange, reclassification or cancellation of issued shares shall be effected by this amendment.

5. The amendment is to be effective when these articles are filed by the Secretary of State.

DATED: February 28, 1985

GRUNDY MINING COMPANY, INC.

By: /s/ Ronald E. Calhoun            

      Ronald E. Calhoun, President

-3-

EX-3.203

EXHIBIT 3.203

BY-LAWS

OF

GRUNDY MINING COMPANY

FIRST. The title of this corporation is

GRUNDY MINING COMPANY

SECOND. The principal office of the corporation in Tennessee shall be in Tracy City, Tennessee.

The corporation may also have an office and keep it books and records in the City of Tracy City, State of Tennessee and at such other places as the board of Directors may from time to time designate.

MEETINGS OF STOCKHOLDERS

THIRD. All meetings of stockholders shall be held at the office of the corporation in the City of Tracy City, State of Tennessee or Nashville, State of Tennessee.

An annual meeting of stockholders shall be held at a date set by the President of TENNESSEE CONSOLIDATED COAL COMPANY as long as TENNESSEE CONSOLIDATED COAL COMPANY is the sole stockholder in GRUNDY MINING COMPANY, however, as long as TENNESSEE CONSOLIDATED COAL COMPANY owns all GRUNDY stock, the stockholders meeting may be by-passed if the President of TENNESSEE CONSOLIDATED COAL COMPANY so chooses.

Each stockholder shall be entitled to one vote in person or by proxy for each share of stock entitled to vote standing registered in his name more than twenty days before such election.

A complete list of stockholders entitled to vote, arranged in alphabetical order, shall be prepared by the secretary and shall be open to the examination of any stockholder at the place of election, for ten days prior thereto, and during the whole time of election.

Special meetings of the stockholders may be called by the president, and shall be called on the request in writing or by a vote of a majority of the board of directors or on demand in writing of stockholders of record owning a majority in amount of the capital stock outstanding and entitled to vote.

Notice of special meetings shall be mailed by the secretary to each stockholder of record, at his or her last known post-office address, five days prior thereto.

Written notice of the annual meeting of stockholders shall be mailed to each stockholder ten days before the date set for each such meeting.

A majority in amount of the stock outstanding and entitled to vote shall constitute a quorum at all meetings.

DIRECTORS

FOURTH. The property and business of the corporation shall be managed and controlled by its directors, consisting of not less than three nor more than fifteen in number.

The board of directors may elect a chairman of the board of directors who shall not be an officer of the Corporation. The duties of the chairman of the board will be to preside at all meetings of the board and perform such other duties as the board may designate.

The directors shall hold office until the next annual election and until their successors are elected and qualified. They shall be elected by the stockholders, except that if there be a vacancy in the board by reason of death, resignation or otherwise, such vacancy shall be filled for the unexpired term by the remaining directors by majority vote.

The board of directors may at any time, by amendment of the by-laws, increase the number of its members and may elect such additional directors who shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified.

POWERS OF THE DIRECTORS

FIFTH. The board of directors shall have, in addition to such powers as are hereinafter expressly conferred on it, all such powers as may be exercised by the corporation, subject to the provisions of the statute, the certificate of incorporation and the by-laws, subject also to regulations which may be from time to time made by the stockholders.

The board of directors shall have power:

To purchase or otherwise acquire property, rights or privileges for the corporation, which the corporation has power to take, at such prices and on such terms as the board of directors may deem proper.

To pay for such property, rights or privileges in whole or in part, with money, stock, bonds, debentures or other securities of the corporation, or by the delivery of other property of the corporation.

To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgages or otherwise and to do every other act and thing necessary to effectuate the same.

To appoint agents, clerks, assistants, factors, servants and trustees, and to dismiss them at its discretion, to fix their duties and emoluments and to change them from time to time and to require security as it may deem proper.

To confer on any officer of the corporation the power of selecting, discharging or suspending such employees.

To determine by whom and in what manner the corporation’s bills, notes, receipts, acceptances, endorsements, checks, releases, contracts or other documents shall be signed.

To delegate any of its powers to any committee, officer or agent and to grant the power to sub-delegate.

MEETINGS OF DIRECTORS

SIXTH. After each annual election of directors, the newly elected directors may meet for the purpose of organization, the election of officers, and the transaction of other business, at such place and time as shall be fixed by the stockholders at the annual meeting, and if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such first meeting may also be fixed by written consent of the directors.

Regular meetings of the directors shall be held on the third Wednesday in May at the office of the corporation in Tracy City, at 10:00 A.M. or elsewhere and at other times as may be fixed by resolution of the board. No notice of regular meetings shall be required.

Special meetings of the board may be called by the president or the chairman on two days notice in writing or on one days notice by telegram to each director and shall be called by the president or chairman in like manner on written request by two directors. Special meetings of the board may be held within or without the State of Tennessee at such place as is indicated in the notice or waiver of notice thereof.

A majority of directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.

ORDER OF BUSINESS: DIRECTORS’ MEETING

SEVENTH.	1- Reading of minutes of previous meeting.
	2- Reports of officers.

3- Reports of committees.

4- Unfinished business.

5- Miscellaneous business.

6- New business.

EXECUTIVE COMMITTEE

EIGHTH. The board of directors may appoint an executive committee to consist of not less than three nor more than eight of its members. The board of directors may appoint a chairman of the executive committee who shall not be an officer of the corporation. The duty of the chairman shall be to preside at meetings of the executive committee and to perform such other duties as the board may designate. The executive committee shall not have authority to alter or amend the by-laws but shall exercise all other powers of that board of directors between the meetings of said board, except the power to fill vacancies in their own membership, which vacancies shall be filled by the board of directors.

The executive committee shall meet at stated times or on notice to all by any of their own number. It shall fix its own rules of procedure. A majority shall constitute a quorum but the affirmative vote of a majority of the whole committee shall be necessary in every case.

The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors.

OTHER COMMITTEES

NINTH. From time to time the board may appoint from their own number, any other committee or committees for any purpose, which shall have such powers as shall be specified in that resolution of appointment.

COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

TENTH. Directors and members of standing committees shall receive such compensation for attendance at each regular or special meeting as the board shall from time to time prescribe.

OFFICERS OF THE CORPORATION

ELEVENTH. The officers of the corporation shall be president, one or more vice-presidents, secretary, treasurer, counsel and such other officers as may from time to time be elected or appointed by the board of directors.

One person may hold the offices of president and treasurer or secretary and treasurer or vice-president and treasurer or vice-president and secretary, but not the offices of vice-president, secretary and treasurer.

OFFICERS, HOW CHOSEN

TWELFTH. The board of directors shall elect from their own number a president and one or more vice-presidents, who shall hold office until the next annual meeting and until their successors are elected and qualified. They shall also appoint a secretary, treasurer and counsel to serve during the pleasure of the board.

DUTIES OF THE PRESIDENT

THIRTEENTH. The president shall be the chief executive officer of the corporation. It shall be his duty to preside at all meetings of the stockholders; to have general and active management of the business of the corporation, to see that all orders and resolutions of the board of directors are carried into effect; to execute all contracts and agreements authorized by the board; to keep the seal of the corporation and when authorized by the board or the executive committee, to sign and to affix the seal of the corporation to any instrument requiring the same, which seal shall be attested by the signature of the secretary or the treasurer.

He shall have the general supervision and direction of the other officers of the corporation and shall see that their duties are properly performed.

He shall be ex-officio a member of all standing committees and shall have the general duties and powers of supervision and management usually vested in the office of president of a corporation.

VICE-PRESIDENT

FOURTEENTH. The vice-president shall be vested with all the powers and required to perform all the duties of the president in his absence or disability and he shall perform such other duties as may be prescribed by the board of directors.

PRESIDENT PRO TEM

FIFTEENTH. In the absence of disability of both the president and vice-president, the board may appoint a president pro tem.

SECRETARY

SIXTEENTH. The secretary shall be sworn to the faithful discharge of his duty. He shall be secretary of and shall attend all meetings of the corporation, the board of directors, the executive committee and standing committees. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. He shall give proper notice of meetings of stockholders and directors and shall perform such other duties as shall be assigned to him.

TREASURER

SEVENTEENTH. The treasurer shall have custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

He shall disburse the funds of the corporation as may be ordered by the board, executive committee or president, taking proper vouchers for such disbursements, and shall render to the

president and directors at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation, and annual reports to the stockholders at the annual meeting.

He shall keep an account of stock registered and transferred in such manner and subject to such regulations as the board of directors may prescribe.

He shall give the corporation a bond, if required by the board of directors, in such sum and in form and with security satisfactory to the board of directors for the faithful performance of the duties of his office and the restoration to the corporation, in case of his death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the corporation. He shall perform such other duties as the board of directors or executive committee may from time to time prescribe or require.

COUNSEL

EIGHTEENTH. The counsel shall be the legal adviser of the corporation and shall receive such salary for his services as the board of directors may fix.

DUTIES OF OFFICERS MAY BE DELEGATED

NINETEENTH. In case of the absence or disability of any officer of the corporation or for any other reason deemed sufficient by a majority of the board, the board of directors may delegate his powers or duties to any other officer or to any director for the time being.

TERM OF OFFICE

TWENTIETH. Officers of the corporation will be elected to serve for a period of one year or until their successors are duly elected by the board. The board may by a majority vote at any meeting discontinue the services of any elected officer with or without cause.

The board of directors may declare the officers of TENNESSEE CONSOLIDATED COAL COMPANY to be the duly elected officers of GRUNDY MINING COMPANY as long as all stock of GRUNDY MINING COMPANY is owned by TENNESSEE CONSOLIDATED COAL COMPANY.

TRANSFER OF STOCK

TWENTY-FIRST. All transfers of stock of the corporation shall be made upon its books by the holder of the shares in person or by his legal representative, upon surrender of certificates of stock for cancellation. No transfer of stock shall be made within ten days next preceding the day appointed for paying a dividend. The board of directors may close the transfer books for a period not exceeding forty days preceding annual or special meeting of the stockholders.

The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Tennessee.

CERTIFICATES OF STOCK

TWENTY-SECOND. Certificates of stock shall be signed by the president or vice-president and either the treasurer, assistant treasurer, secretary or assistant secretary. If a certificate of stock be lost or destroyed, another may be issued in its stead upon proof of such loss or destruction and the giving of a satisfactory bond of indemnity, not exceeding in amount double the value of the stock.

FISCAL YEAR

TWENTY-THIRD. The fiscal year of the corporation shall begin on the first day in January in each year.

DIVIDENDS

TWENTY-FOURTH. Dividends upon the capital stock, may be declared by the board of directors at any regular or special meeting. Before paying any dividend or making any distribution of profits, there may be set aside out of the net profits of the corporation such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies or for equalizing dividends or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the directors shall think conducive to the interest of the corporation.

CHECKS FOR MONEY

TWENTY-FIFTH. All checks, drafts or orders for the payment of money shall be signed by the treasurer or by such other officer or officers as the board of directors may from time to time designate. No check shall be signed in blank.

BOOKS AND RECORDS

TWENTY-SIXTH. The books, accounts and records of the corporation may be kept at any office of the corporation within or without the State of Tennessee and shall be open to inspection by the stockholders at such times and subject to such regulations as the board of directors may prescribe.

NOTICES

TWENTY-SEVENTH. Notice required to be given under the provisions of these by-laws to any director, officer or stockholder, shall not be construed to mean personal notice, but may be given in writing by depositing the same in a post-office or letter-box, in a post-paid sealed wrapper, addressed to such stockholder, officer or director at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed.

WAIVER OF NOTICE

TWENTY-EIGHTH. Any stockholder, officer or director may waive, in writing, any notice required to be given under these by-laws, whether before or after the time stated therein.

PROXIES

TWENTY-NINTH. Proxies shall be in writing signed by a stockholder.

AMENDMENTS OF BY-LAWS

THIRTIETH. These by laws may be amended, altered, repealed or added to at any regular meeting of the stockholders or board of directors or at any special meeting called for that purpose, by affirmative vote of a majority of the stock issued and outstanding and entitled to vote or by a majority of the whole authorized number of directors, as the case may be.

TENNESSEE CONSOLIDATED COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Tennessee Consolidated Coal Company (the “Corporation”), and acting pursuant to Section 48-17-104 of the Tennessee Code Annotated in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Michael D. Bauersachs

Michael D. Bauersachs

/s/ Don L. Blankenship

Don L. Blankenship

/s/ H. Drexel Short

H. Drexel Short

EX-3.204

EXHIBIT 3.204

STATE OF TENNESSEE

CERTIFICATE OF INCORPORATION

Name.	First. The name of this corporation is Walnut Coal Company, Inc.
Address.	Second. The address of the principal office of this corporation in the State of Tennessee is
	104 West Third Street, Box 270, South Pittsburg, Tennessee
Business.	Third. The general nature of the business to be transacted by this corporation is the operation, expiration, mining of coal, sale of coal, ownership of coal lands, coal producing properties, and any other allied businesses arising out of the coal industry. The general operation and sale of timber and timber properties and its allied lines.
Stock, with Classifications and Distinguishing Characteristics, if any.	Fourth. The maximum number of shares of stock which this corporation is authorized to have outstanding at any time is One Thousand (1,000) shares of common stock, with full voting powers of one vote per share, with no par value.
Initial capital.	Fifth. The amount of capital with which this corporation will begin business shall be (not less than One Thousand) One Thousand Dollars ($1,000.00) Dollars; and when such amount so fixed shall have been subscribed for, all subscriptions of the stock of this corporation shall be enforceable and it may proceed to do business in the same manner and as fully as though the maximum number of shares authorized under the provisions of the preceding section hereof shall have been subscribed for.
Duration.	Sixth. The time of existence of this corporation shall be perpetual.
Other Provisions. (See Section G. Subsection 7. of the Corporation Act of 1929.)	Seventh. The corporation shall have powers as set out in TCA Section 48-117 et seq.

We, the undersigned, apply to the State of Tennessee, by virtue of the laws of the land, for a Charter of Incorporation for the purposes and with the powers, etc., declared in the foregoing instrument.

Witness our hands this 2nd day of November, 1964.

-2-

ARTICLES OF AMENDMENT TO THE CHARTER

OF

WALNUT COAL COMPANY, INC.

CHANGING THE PRINCIPAL OFFICE

Pursuant to the provisions of Section 48-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is:

                    Walnut Coal Company, Inc.

2. The amendment adopted is:

The address of the principal office of the corporation in the State of Tennessee shall be:

Street:	204 Betsy Pack Drive
City:	Jasper, Tennessee
Zip Code:	37347
County:	Marion

3. The amendment wad duly adopted (at a meeting) (by the unanimous written consent) of the directors on May 30, 1984.

4. The amendment is to be effective when filed by the Secretary of State, unless otherwise stated (not later than thirty (30) days after such filing).

Dated: August 27, 1984.

Walnut Coal Company
By:	/s/ Ronald E. Calhoun
	Signature
President
Title

Filing Fee of $10.00 required, in addition to annual report fee.

-3-

ARTICLES OF AMENDMENT TO THE CHARTER

OF

Walnut Coal Company, Inc.

CHANGING THE NAME OF THE CORPORATION

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1. The name of the corporation is: Walnut Coal Company, Inc.

2. The amendment adopted is:

The name of this corporation is

            Tennessee Energy Corp.

3. The corporation is a for-profit corporation.

4. The address and ZIP Code of the corporation’s registered office are 204 Betsy Pack Drive, Jasper, Tennessee 37347, in the county of Marion, and the name of the corporation’s registered agent at that address is Ronald E. Calhoun.

5. The amendment was duly adopted by the unanimous written consent of the Stockholder on April 15, 1992.

Walnut Coal Company, Inc.
Name of the Corporation
By:	/s/ Ronald E. Calhoun
	Signature
President
Title

-4-

EX-3.205

EXHIBIT 3.205

BY-LAWS OF CORPORATION

ARTICLE I

MEETINGS OF THE STOCKHOLDERS

(1) Stockholders meetings shall be held at the principal office or place of business of this Company in South Pittsburg, Tennessee.

(2) The annual meeting of the stockholders of this Company shall be held at its principal offices at South Pittsburg, Tennessee, at 2:00 o’clock in the afternoon on the 2nd Wednesday in August of each year, beginning with the year 1965, at which time there shall be elected by the Stockholders of the Company a Board of 7 Directors for the ensuing year, and the Stockholders of the Company shall transact such other business as may properly come before them.

(3) A notice setting out the time and place of such annual meeting shall be mailed, postage prepaid, to each stockholder of record, at his address as the same appears on the Stock book of the Company, or if no such address appears, at his last known place of address, at least five (5) days prior to the annual meeting.

(4) If a quorum be not present at the annual meeting, the Stockholders present in person or by proxy may adjourn to such future time as shall be agreed upon by them, and notice of such adjournment shall be mailed, postage prepaid, to each stockholder at least five (5) days after such adjourned meeting; but if a quorum be present, they may adjourn from day to day as they see fit, and no notice of such adjournment need be given.

(5) Special meetings of the stockholders shall be held at the same place as the annual meetings as hereinbefore provided. Such meetings may be called at any time by the president, or any two directors, or the holders of 49 shares of the capital stock of the Company. The Secretary shall mail a notice of such call to each stockholder of the company at least five (5) days before such meeting, and such notice shall state the time and place of such meeting and the object there. No business shall be transacted at a special meeting except as stated in the notice sent to the stockholders, unless by the unanimous consent of the stockholders, either in person or by proxy, all such stock being represented at the meeting.

(6) A majority of the stock issued and outstanding, either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders.

(7) Each stockholder shall be entitled to one vote for each share of stock standing in his own name on the books of the company, whether represented in person or by proxy.

(8) All proxies shall be in writing and properly signed.

(9) The following order of business shall be observed at all annual and special meetings of the stockholders so far as practicable, viz:

(a) Calling the roll

(b) Reading, correction, and approval of minutes of previous meeting

(c) Reports of officers

(d) Reports of committees

(e) Election of directors

(f) Unfinished business

(g) New business

ARTICLE II

STOCK

(1) Certificates of stock shall be in a form adopted by the Board of Directors and shall be signed by the President and Secretary and be attested by the corporate seal.

(2) All certificates shall be consecutively numbered. The name of the person owing the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the company’s books.

(3) All certificates of stock transferred by endorsement thereon shall be surrendered for cancellation and new certificates issued to the purchaser or assignee.

(4) Shares of stock shall be transferred only on the books of the company by the holder thereof in person or by his attorney.

(5) The corporation shall have a first lien on all the shares of its capital stock and upon the dividends declared upon the same, for any indebtedness of the respective holders thereof to the corporation.

(6) Each stockholder shall have the right to inspect the books and records of the company at any time during regular hours of the company.

ARTICLE III

DIRECTORS

(1) A board of 7 directors shall be chosen annually by the stockholders at their annual meeting, to manage the affairs of the company. Their term of office shall be one year or until their successors are elected.

(2) Vacancies in the board of directors by reason of death, resignation or other causes shall be filled by the remaining directors choosing from among the stockholders a director to fill the un-expired term.

(3) Regular meetings of the board of directors shall be held on the 1st Monday in each month at the offices of the company in South Pittsburg, Tennessee, or at such other time as meetings may be called by the President or any two directors, by giving five days’ notice to each director. Five of the board of directors shall constitute a quorum.

(4) The directors shall have the general management and control of the business and affairs of the company and shall exercise all the powers that may be exercised or performed by the corporation, under the statutes, the certificate of incorporation and the By-Laws.

(5) Any one or more of the Directors may be removed either with or without cause, at any time by a majority vote of the stockholders holding more than two-thirds of all of the issued and outstanding stock of the company at any special meeting called for that purpose.

ARTICLE IV

EXECUTIVE COMMITTEE & OTHER COMMITTEES

(1) APPOINTMENT. The board of directors, by Resolution passed by a vote of at least a majority of the whole board, may appoint an Executive Committee, which shall consist of two or more directors, including the President, who shall ex officio, be a member thereof, to serve during the pleasure of the board. The president shall be Chairman of the Executive Committee.

(2) VACANCIES. Vacancies occurring in the Executive Committee from any cause shall be filled by the board of directors at any meeting thereof by a vote of the majority of the whole board. It shall at all times be the duty of the board of directors to keep the membership of the Executive Committee filled.

(3) EXECUTIVE COMMITTEE TO REPORT TO BOARD. All action by the Executive Committee shall be reported to the Board at its meeting next succeeding such action and shall be subject to revision or alteration by the board, provided that no rights of third parties shall be affected by any such revision or alteration.

(4) PROCEDURE. The Executive Committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the board. The presence of a majority shall be necessary to constitute a quorum for the transaction of business and in every case an affirmative vote by a majority of all members of the committee present shall be necessary.

(5) POWERS. During the intervals between the meetings of the board of directors, the Executive Committee, and in all cases where specific directions shall not have been given by the board, shall possess and may exercise all the powers of the board in the management and direction of the business and conduct of the affairs of the corporation in such manner as the Executive Committee shall deem for the best interests of the corporation, and shall have power to authorize the seal of the corporation to be affixed to all instruments and documents which may require it.

(6) OTHER COMMITTEES. From time to time the board of directors may appoint any other committee or committees for any purpose or purposes to the extent lawful, which shall have such powers as shall be specified in the resolution of appointment.

ARTICLE V

OFFICERS

(1) The officers of this company shall consist of a President, a Vice president, a Secretary and a Treasurer, and such other officers as shall from time to time be chosen and appointed.

(2) The PRESIDENT shall preside at all meetings of the Directors and Stockholders and shall have general charge of and control over the affairs of the corporation subject to the board of directors.

(3) The VICE-PRESIDENT shall perform such duties as may be assigned to him by the board of directors. In the event of the death of, disability or absence of the President he shall perform and be vested with all the duties and powers of the president.

(4) The SECRETARY shall counter-sign all certificates of stock of the company. He shall keep a record of the Minutes of the proceedings of meetings of stockholders and directors, and shall give notice as required in these By-Laws of all such meetings. He shall have custody of all books, records, and papers of the company, except such as shall be in the charge of the Treasurer, or of some other person authorized to have custody and possession thereof by a resolution of the board of directors.

(5) The TREASURER shall keep accounts of all money and valuables in the name of and to the credit of the company in such banks and depositaries as the board of directors shall designate.

(6) The salaries of all officers shall be fixed by the board of directors and may be changed from time to time by a majority vote of the board.

(7) Each of such officers shall serve for the term of one year or until the next annual election.

ARTICLE VI

GENERAL

(1) All checks issued by said corporation on its general pay roll account shall be counter signed and shall require the signature of two parties designated by the Board of Directors.

(2) All notes and borrowing of funds by said corporation other than for machinery or equipment shall require the signature of two officers designated by the Board of Directors.

ARTICLE VII

SEAL

The corporate seal of this company shall be a circular seal with the name of the corporation around the border and the year of incorporation in the center.

ARTICLE VIII

AMENDMENTS

(1) Any of the By-Laws may be amended by majority vote of the stockholders at any annual meeting, or at any special meeting called for the purpose.

(2) The board of directors may adopt additional By-Laws in harmony therewith but shall not alter or repeal any By-Laws adopted by the stockholders of the company.

TENNESSEE ENERGY CORP.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Tennessee Energy Corp. (the “Corporation”), and acting pursuant to Section 48-17-104 of the Tennessee Code Annotated in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Michael D. Bauersachs

Michael D. Bauersachs

/s/ H. Drexel Short

H. Drexel Short

/s/ Don L. Blankenship

Don L. Blankenship

EX-3.206

EXHIBIT 3.206

ARTICLES OF INCORPORATION

OF

THUNDER MINING COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Thunder Mining Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes; and

11. To conduct any other activities, operations or business, of whatever kind or nature, permitted by law.

IV. The address of the principal office of said corporation shall be located at P. O. Box 463, Charleston, West Virginia, 25322.

The full name and address of the appointed person to whom notice of process may be sent is Jeanne H. Woo, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

Michael D. Bauersachs

P. O. Box 26765

Richmond, Virginia 23261

2

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

Roger L. Nicholson, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable

3

for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this, 18 day of December, 1998.

/s/ Roger L. Nicholson

Incorporator

Prepared by:

Roger L. Nicholson, Esq.

P. O. Box 26765

Richmond, Virginia 23261

4

EX-3.207

EXHIBIT 3.207

BY-LAWS

OF

THUNDER MINING COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Pettus. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 1:30 P. M., local time, beginning in 1998, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

2

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

3

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

4

Section 9. Vacancies.

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed by the Board of Directors whenever in its judgment the best

5

interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

Section 3. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

Section 4. Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall

6

be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

7

EX-3.208

EXHIBIT 3.208

ARTICLES OF INCORPORATION

OF

TOWN CREEK COAL COMPANY

The undersigned, acting as incorporators of a corporation under Section 27, Article 1, Chapter 32 of the Code of West Virginia adopt the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agree to become a corporation by the name of TOWN CREEK COAL COMPANY.

II. The address of the principal office of said corporation will be located at 1150 One Valley Square, Charleston, in county of Kanawha, and State of West Virginia, Zip 25301.

III. The purpose or purposes for which this corporation is formed are as follows:

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the West Virginia Business Corporation Act.

IV. Provisions limiting or denying to shareholders preemptive rights are: None.

V. Provisions for the regulation of the internal affairs of the corporation are: None.

VI. The amount of the total authorized capital stock of said corporation shall be Five Thousand dollars ($5,000.00), which shall be divided into 5,000 shares of the par value of One Dollar each.

VII. The full names and addresses of the incorporators, including street numbers, if any, and the city, town or village, including zip number.

NAME	ADDRESS
M. E. Gahan	123 South Broad Street
	Philadelphia, PA 19109
John Morrissey	123 South Broad Street
	Philadelphia, PA 19109
George Lewis	123 South Broad Street
	Philadelphia, PA 19109

VIII. The existence of this corporation is to be perpetual.

IX. The name and address of the person appointed to whom shall be sent notice or process served upon, or service of which is accepted by, the secretary of state is W. M. WOODROE, CHARLESTON NATIONAL PLAZA, CHARLESTON, WEST VIRGINIA 25301.

X. The number of directors constituting the initial board of directors of the corporation is three (3), and the names and addresses of the persons, if any, who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are inapplicable.

WE, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this ARTICLES OF INCORPORATION, and we have according hereunto set our respective hands this 21^st of December, 1976.

/s/ George Lewis

George Lewis

/s/ John Morrissey

John Morrissey

/s/ M.E. Gahan

M. E. Gahan

Articles of Incorporation

prepared by:

Richard Rivers, Atty.

Centre Square West

Philadelphia, PA 19102

EX-3.209

EXHIBIT 3.209

TOWN CREEK COAL COMPANY

BYLAWS

ARTICLE I

SHAREHOLDERS

1.1 Meetings.

(a) Place. Meetings of the shareholders shall be held at such place as may be designated by the board of directors.

(b) Annual Meeting. An annual meeting of the shareholders for the election of directors and for other business shall be held at such time as may be fixed by the board of directors, on the second Monday of March in each year (or if such is a legal holiday, on the next following business day), or on such other day as may be fixed by the board of directors.

(c) Special Meetings. Special meetings of the shareholders may be called at any time by the president, or the board of directors, or the holders of at least one-fifth of the outstanding shares of stock of the Company entitled to vote at the meeting

(d) Notice. Written notice of the time and place of all meetings of shareholders and of the general nature of this business to be transacted at each special meeting of shareholders shall be given to each shareholder entitled to vote at the meeting at least five days before the date of the meeting, unless a greater period of notice is required by law in a particular case.

(e) Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter. If a quorum is not present no business shall be transacted except to adjourn to a future time.

(f) Participation. One or more shareholders may participate in a shareholders’ meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

(g) Voting Rights. Except as otherwise provided herein, or in the articles of incorporation, or by law, every shareholder shall have the right at every shareholders’ meeting to one vote for every share standing in his name on the books of the Company which is entitled to vote at such meeting. Every shareholder may vote either in person or by proxy.

1.2 Financial Statements. Financial statements need not be sent to shareholders.

-1-

ARTICLE II

DIRECTORS

2.1 Number and Term. Subject to the provisions of applicable law, the board of directors shall have authority to (i) determine the number of directors to constitute the board, and (ii) fix the terms of office of the directors and classify the directors in respect to the time for which they shall severally hold office. Except as otherwise fixed by the board of directors under the authority given above, each director elected to the board, unless he sooner resigns or is removed or disqualified, shall hold office until the next annual meeting of the shareholders.

2.2 Powers. The business of the Company shall be managed by the board of directors which shall have all powers conferred by law and these bylaws, including the power to regulate the internal affairs and business of the Company in such manner as the board may determine.

2.3 Meetings.

(a) Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

(b) Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate by resolution. Notice of regular meetings need not be given.

(c) Special Meetings. Special meetings of the board of directors may be called at any time by the president and shall be called by him upon the written request of one-third of the directors. Notice (which need not be written) of the time and place of each special meeting shall be given to each director at least two days before the meeting.

(d) Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting and, except as otherwise provided herein, the acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the board of directors.

(e) Participation. One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

2.4 Vacancies. Vacancies in the board of directors shall be filled by vote of a majority of the remaining members of the board though less than a quorum.

2.5 Committees. The board of directors may by resolution adopted by a majority of the whole board designate one or more committees, each committee to consist of two or more directors and such alternate members (also directors) as may be designated by the board. Any such committee, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the business and affairs of the Company. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.

-2-

ARTICLE III

OFFICERS

3.1 Election. At its first meeting after each annual meeting of the shareholders, the board of directors shall elect a president, treasurer, secretary and such other officers as it deems advisable. Any number of offices may be held by the same person.

3.2 Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by board resolution (i) the president shall be the chief executive officer of the Company, shall have general supervision over the business and operations of the Company, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board and shareholders, (ii) the other officers shall have the duties usually related to their offices, and (iii) the vice president, or vice presidents in the order determined by the board, shall in the absence of the president have the authority and perform the duties of the president.

ARTICLE IV

INDEMNIFICATION

Any person made a party to any action, suit or proceeding, civil or criminal, by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Company or of any corporation which he served as such at the request of the Company, shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. In the case of a criminal action, suit or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such director, officer or employee is liable for negligence or misconduct in the performance of his duties, if such director, officer or employee was acting in good faith in what he considered to be the best interests of the Company and with no reasonable cause to believe that the action was illegal.

ARTICLE V

SHARE CERTIFICATES

5.1 Share Certificates. Every shareholder of record shall be entitled to a share certificate representing the shares held by him. Every share certificate shall bear the corporate seal (which may be a facsimile) and the signature of the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the Company. Where a certificate is signed by a transfer agent or registrar the signature of any corporate officer may be a facsimile.

-3-

5.2 Transfers. Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

These bylaws may be amended at any regular or special meeting of the board of directors by the vote of a majority of all the directors in office or at any annual or special meeting of shareholders by the vote of the holders of a majority of the outstanding stock entitled to vote. Notice of any such meeting of shareholders shall set forth the proposed change or a summary thereof.

-4-

TOWN CREEK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

AUGUST 26, 1996

The undersigned, being all the Directors of Town Creek Coal Company (the Corporation), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that Article III Section 9 of the By-Laws of the Corporation is hereby amended and restated in its entirety to read as follows:

(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholder may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 8.07(b) of the Model Business Corporation Act [1984] or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

/s/ Lloyd C. Adams	/s/ Bennett K. Hatfield
Lloyd C. Adams	Bennett K. Hatfield

TOWN CREEK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Town Creek Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Lloyd C. Adams

Lloyd C. Adams

/s/ Bennett K. Hatfield

Bennett K. Hatfield

EX-3.210

EXHIBIT 3.210

ARTICLES OF INCORPORATION

OF

VESTA MINING COMPANY

In compliance with the requirements of section 294 of the Business Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. § 1204) the undersigned, desiring to be incorporated as a business corporation hereby certifies that:

1. The name of the Corporation is Vesta Mining Company.

2. The Corporation is incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania for the purpose of transacting any and all lawful business for which corporations may be incorporated thereunder, including, without limitation, the purchase, sale, import and export of cannel, bituminous, and other coal, in the Commonwealth of Pennsylvania and elsewhere in the United States and in any foreign country.

3. The number of shares which the Corporation shall have authority to issue shall be 1,000 shares of the par value of $1.00 each.

4. The initial registered office shall be located at 900 Oliver Building, 535 Smithfield Street, Pittsburgh, Pennsylvania 15222. The incorporator shall be John H. Lawrence, Jr. whose business address is the same as the address of the initial registered office. One share of the Corporation is subscribed to by the Incorporator.

5. The term of the Corporation shall be perpetual.

6. The shareholders shall not have the right to cumulate their votes in the election of Directors of the Corporation.

IN TESTIMONY WHEREOF, the incorporator has signed these Articles of Incorporation this 24^th day of March, 1982.

/s/ John H. Lawrence, Jr.

John H. Lawrence, Jr.,

    Incorporator

Filed this 26^th day of March A.D. 1982

Commonwealth of Pennsylvania

Department of State

/s/ William L. Davis

Secretary of the Commonwealth

                        slg

2

EXHIBIT - A

VESTA MINING COMPANY

CONSENT OF BOARD OF DIRECTORS

DECEMBER 17, 1998

The undersigned, being all the Directors of Vesta Mining Company (the “Corporation”) and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated, hereby agree to the adoption of the following resolutions as of the above date:

WHEREAS the Corporation wishes to change its name to Logan Mining Company.

BE IT RESOLVED that the Board of Directors of the Corporation hereby approves the change of its corporate name to Logan Mining Company; and

RESOLVED FURTHER that the Board of Directors of the Corporation hereby approves an Amendment to the Articles of Incorporation of the Corporation changing Line 010 to read Logan Mining Company; and

RESOLVED FURTHER that the Corporation hereby authorizes and directs its officers to execute and file the appropriate documents with the Secretary of the Commonwealth of Pennsylvania to effect this change.

EXHIBIT A

LOGAN MINING COMPANY

CONSENT OF BOARD OF DIRECTORS

MAY 5, 2000

The undersigned, being all the Directors of Logan Mining Company (the “Corporation”) and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated in lieu of holding a special meeting, hereby agree to the adoption of the following resolutions as of the above date:

WHEREAS the Corporation wishes to change its name to Trace Creek Coal Company.

BE IT RESOLVED that the Board of Directors of the Corporation hereby approves the change of its corporate name to Trace Creek Coal Company; and

RESOLVED FURTHER that the Board of Directors of the Corporation hereby approves an Amendment to the Articles of Incorporation of the Corporation changing Line 010 to read Trace Creek Coal Company; and

RESOLVED FURTHER that the Corporation hereby authorizes and directs its officers to execute and file the appropriate documents with the Secretary of the Commonwealth of Pennsylvania to effect this change.

EX-3.211

EXHIBIT 3.211

BY-LAWS

OF

VESTA MINING COMPANY

ARTICLE I.

Meetings of Shareholders.

1.1 Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Pennsylvania, as from time to time may be fixed by the Board of Directors.

1.2 Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year beginning in 1983, at 11:30 A.M. on the last Wednesday in May, if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday.

1.3 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Vice-Chairman of the Board or the President, by a majority of the Board of Directors, or by shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4 Telephone Meetings. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

1.5 Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than fifty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears in the stock transfer books of the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.6 Quorum. Any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend.

1.7 Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than fifty days prior to such meeting, fixed by the Board of Directors, for the purpose of determining shareholders entitled to vote, as the date on which the stock transfer books of the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney in fact.

1.8 Inspectors. An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors constituting the Board of Directors shall be four.

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected at each annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Pennsylvania and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the Vice-Chairman of the Board, the President or any one of the Directors. The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Eligibility for Service as a Director. No person who shall have attained the age of 70 years shall be eligible for election as a Director of the Corporation. Any person elected a

Director prior to age 70 shall retire from the Board upon attaining that age, provided that any person serving as a Director on the date of the adoption of this By-law shall be entitled to serve out his term regardless of age.

ARTICLE III.

Committees.

3.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect an Executive Committee which shall consist of not less than two Directors, including the President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these By-laws, provided that the Executive Committee shall not have power to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

3.2 Finance Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may elect a Finance Committee which shall consist of not less than two Directors. The Finance Committee shall consider and report to the Board with respect to plans for corporate expansion, capital structure and long-range financial requirements. The Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Corporation as may be requested by the Board or the appropriate officers of the Corporation. The Committee shall report periodically to the Board of Directors on all action which it may have taken.

3.3 Other Committees. The Board of Directors, by resolution duly adopted, may establish such other standing or special committees of the Board as it may deem advisable, consisting of not less than two Directors; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

3.4 Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

3.5 Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3.6 Term of Office. Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

3.7 Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

3.8 Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors.

ARTICLE IV.

Officers.

4.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

4.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

4.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4.4 Duties of the President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management and direction of the business and operations of the Corporation and its divisions, if any, subject only to the ultimate authority of the Board of Directors. He shall be a Director, and, except as otherwise provided in these By-

laws or in the resolutions establishing such committees, he shall be ex officio a member of all Committees of the Board. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

4.5 Duties of the Vice Presidents. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

4.6 Duties of the Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of

Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Finance Committee or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed.

4.7 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these By-laws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

4.8 Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V.

Capital Stock.

5.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

5.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

5.4 Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE VI.

Miscellaneous Provisions.

6.1 Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

6.2 Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

6.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

6.4 Amendment of By-laws. Unless proscribed by the Articles of Incorporation, these By-laws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these By-laws. The stockholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any By-laws and to enact By-laws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

6.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, if any, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself

attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

6.6 Financial Statements. The board of directors shall cause to be sent to the shareholders, within one hundred twenty days after the close of the Corporation’s fiscal year, financial statements which shall include a balance sheet as of the close of such year, together with statements of income and surplus for such year, prepared so as to present fairly the Corporation’s financial condition and the results of its operations. Such financial statements need not have been examined by an independent certified public accountant nor be accompanied by an opinion of such accountant.

6.7 Indemnification.

(a) The Corporation shall indemnify any person who 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, arbitrative or investigative (including an action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director, officer, employee or agent 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 or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in the manner he 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 no reasonable cause to believe his conduct was unlawful. 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 the person did not act in good faith and in a manner he 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 his conduct was unlawful.

(b) Notwithstanding the provisions of paragraph (a) of this Section 6.7, no indemnification shall be made in an action or suit by or in the right of the Corporation to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless, and only to the extent that, 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 circumstances of the case, such person is fairly and reasonably entitled to indemnification.

(c) To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) of this Section 6.7, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) of this Section 6.7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any such person is proper in the circumstances because he has met the applicable standard of conduct set forth in such paragraphs (a) and (b). Such determination shall be made (i) by the Corporation’s Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or even if obtainable, and a quorum of disinterested

Directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders. If the determination is to be made by the Directors, they may rely, as to all questions of law, on the advice of independent counsel.

(e) Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid (but shall not hereby be required to be paid) by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in paragraph (d) of this Section 6.7, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(f) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in paragraph (a) of this Section 6.7 who 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, arbitrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph (a). The provisions of paragraphs (b) through (e) of this Section 6.7 shall be applicable to any indemnification provided hereafter pursuant to this paragraph (f).

(g) The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this section and

may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent 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 or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.

(h) Every reference herein to director, officer, employee or agent shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this section.

ARTICLE VII.

Emergency By-Laws.

The Emergency By-laws provided in this Article VII shall be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding Articles of these By-laws or in the Articles of Incorporation of the Corporation or in the Business Corporation Law of Commonwealth of Pennsylvania (other than those provisions relating to emergency by-laws). To the extent not inconsistent with these Emergency By-laws, the By-laws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency the Emergency By-laws shall cease to be operative unless and until another such emergency shall occur.

During any such emergency:

(a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other person referred to in (b) below.

(b) At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of directors fixed at the time by Article II of the By-laws. If the Directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, to the number necessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority:

(i) Vice Presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii) All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(iii) Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c) The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do.

No officer, Director or employee acting in accordance with these Emergency By-laws shall be liable except for willful misconduct.

These Emergency By-laws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency By-laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

DATED: April 2, 1982

LOGAN MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Logan Mining Company (the “Corporation”), and acting pursuant to Section 1727(b) of the Pennsylvania Consolidated Statutes Annotated in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Danny C. Cox

Danny C. Cox

/s/ Stephen Hatfield

Stephen Hatfield

/s/ H. Drexel Short

H. Drexel Short

EX-3.212

EXHIBIT 3.212

APPLICATION FOR

CERTIFICATE OF AUTHORITY

OF

VANTAGE MINING COMPANY

To the Secretary of State

    of the State of West Virginia:

Pursuant to the provisions of Sections 53 and 54, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation hereby applies for a Certificate of Authority to transact business in West Virginia, and for that purpose submits the following statement:

The name of the corporation is VANTAGE MINING COMPANY.

The name which it elects to use in West Virginia is VANTAGE MINING COMPANY (Note 1).

It is incorporated under the laws of Kentucky.

The date of its incorporation is September 11, 1984, and the period of its duration is perpetual.

The address of its principal office in the state under the laws of which it is incorporated is Kentucky Home Life Building, Louisville, KY 40202.

The address of its principal office in West Virginia (if any) is 1200 Charleston National Plaza, Charleston, WVA 25301.

If there is no principal office in West Virginia, recording will be made in Kanawha County.

The name and address of the person to whom shall be sent all process served upon, or service of which is accepted by, the Secretary of State, is:

Name	Address
C T CORPORATION SYSTEM	1200 CHARLESTON NATIONAL PLAZA CHARLESTON, WEST VIRGINIA 25301

The purpose or purposes which it proposes to pursue in the transaction of any or all lawful business in West Virginia are: To engage in the transaction of any or all lawful business for which corporations may conduct business under the provisions of the West Virginia Business Corporation Act.

VANTAGE MINING COMPANY

Officers and Directors

Name	Office	Address
*E. J. Wood	President	121 Sayer Circle Logan, WV 25601
*W. E. Furlong	Vice President and Treasurer	92 Benedict Road Bethel, CT 06801
*J. E. Nutson	Secretary	565 N. Columbus Avenue Mount Vernon, NY 10552
M. E. Markham	Assistant Secretary	P. O. Box 1417 Lebanon, VA 24266
G. F. Carter	Assistant Secretary	P. O. Box 548 St. Paul, VA 24283
I. A. Sammons	Assistant Secretary	413 E. McDonald Avenue Man, WV 25635

* Also a Director.

2

The aggregate number of its issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, is:

Number of Series	Class	Series	Par Value per Share or Statement that Shares are without Par Value
10	Common		$1.00

The amount of its stated capital, as defined in Section 6, Article 1, Chapter 31, of the Code of West Virginia, is $10.00.

An estimate of the value of all property to be owned by it for the following year, wherever located is $2,828,950.

An estimate of the value of its property to be located within West Virginia during such year $2,828,950.

An estimate of the gross amount of business to be transacted by it during such year is $6,000,000.

An estimate of the gross amount of business to be transacted by it at or from places of business in West Virginia during such year is $6,000,000.

The number of acres of land it desires to hold in West Virginia is -0- acres.

This application is accompanied by a copy of its articles of incorporation and all amendments thereto, duly authenticated by the proper officer of the state or county under the laws of which it is incorporated, together with Certificate of Good Standing properly authenticated.

Dated December 6, 1984.

Vantage Mining Company (Note 2)
By	/s/ William E. Furlong

3

Its Vice President and Treasurer

and /s/ Jane E. Nutson

ITS SECRETARY

4

ARTICLES OF MERGER

OF

VANTAGE MINING COMPANY

a Kentucky corporation

INTO

BILTMORE COAL COMPANY

a Kentucky corporation

Pursuant to KRS 271A.355, the undersigned corporations adopt the following Articles of Merger:

FIRST: The plan of merger as set forth in Exhibit A attached hereto and made a part hereof was approved by the sole shareholder of Vantage Mining Company, a Kentucky corporation, on the 19^th day of September, 1988, in the manner prescribed by the Kentucky Revised Statutes, and was approved by the sole shareholder of Biltmore Coal Company, a Kentucky corporation, on the 19^th day of September, 1988, in the manner prescribed by the Kentucky Revised Statutes.

SECOND: As to each participating corporation, the shareholders of which voted on such plan of merger, the number of shares outstanding, all of which are common, and the number of shares entitled to vote on such plan, the number of such shares voted for and against the plan are as follows:

Name of Corporation	Number of Shares Outstanding	Number of Shares Entitled to Vote	Voted For	Voted Against
Vantage Mining Company	10	10	10	0
Biltmore Mining Company	10	10	10	0

5

Dated this 20^th day of September, 1988.

BILTMORE COAL COMPANY
By	/s/
	its Vice President
By	/s/
	its Secretary
VANTAGE MINING COMPANY
By	/s/
	its Vice President
By	/s/
	its Secretary

STATE OF CONNECTICUT	)
	)        SS
COUNTY OF FAIRFIELD	)

I, Joan A. Mallia, a notary public, do hereby certify that on this 20^th day of September, 1988, personally appeared before me James B. Hartough, who, being by me first duly sworn, declared that he is a Vice President of Biltmore Coal Company, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s/ Joan A. Mallia

Notary Public

Joan A. Mallia

Notary Public

My Commission Expires March 31, 1990

(NOTARIAL SEAL)
STATE OF CONNECTICUT	)
	)        SS
COUNTY OF FAIRFIELD	)

I, Joan A. Mallia, a notary public, do hereby certify that on this 20^th day of September, 1988, personally appeared before me Thomas F. Tabacchi, who, being by me first duly sworn, declared that he is a Vice President of Vantage Mining Company, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

6

/s/ Joan A. Mallia

Notary Public

Joan A. Mallia

Notary Public

My Commission Expires March 31, 1990

(NOTARIAL SEAL)

7

Exhibit A

Plan of Merger

1. Vantage Mining Company (“Vantage”), a corporation incorporated on September 11, 1984 under the laws of the Commonwealth of Kentucky, shall be merged with and into Biltmore Coal Company (the “Surviving Corporation”), a corporation incorporated on September 11, 1984 under the laws of the Commonwealth of Kentucky, effective upon filing the Article of Merger with the Secretary of the Commonwealth of Kentucky.

2. Upon the merger becoming effective, the Surviving Corporation shall assume all obligations and liabilities of Vantage, and all shares of capital stock of Vantage shall be automatically cancelled.

3. Article First of the Articles of Incorporation of the Surviving Corporation, upon completion of the merger becoming effective and without further shareholder action, shall be amended to read in its entirety as follows:

“FIRST:     The name of the corporation is

                  Vantage Mining Company.”

8

EX-3.213

EXHIBIT 3.213

B Y L A W S

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Jefferson County, Kentucky.

Section 2. The corporation may also have offices at such other places both within and without the State of Kentucky as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors either within or without the State of Kentucky as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the Commonwealth of Kentucky, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. “Annual meetings of the stockholders shall be held on the last Friday in the month of May, in each year, at the hour of 10:30 A.M., local time beginning in 1990, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.” [handwritten text: “Amended by corporate resolution January 17, 1990”]

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each stockholder of record entitled to vote at such meeting.

The notice shall also set forth the purpose or purposes for which the meeting is called.

ARTICLE III

SPECIAL MEETINGS OF STOCKHOLDERS

Section 1. Special meetings of stockholders for any purpose other than the election of directors may be held at such time and place within or without the State of Kentucky as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the chairman of the board of directors, the president, the board of directors, or the holders of not less than one-fifth of all the shares of stock entitled to vote at the meeting.

Section 3. Written or printed notice of a special meeting stating the place, and day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the stockholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact.

In all elections for directors every stockholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

Section 4. Any action required to be taken at a meeting of the stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. “The number of directors shall be one or more. Directors need not be residents of the state of Kentucky nor stockholders of the Corporation. Each director shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.” [handwritten text “amended in entirety by corporate resolution January 17, 1990”] other than the first board of directors, shall be elected at the annual meeting of the stockholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of stockholders.

Section 2. Any vacancy occurring in the board of directors, including a vacancy resulting from an increase by not more than two in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Kentucky, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Kentucky.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The board of directors may also choose one or more vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or vice-presidents, a secretary and a treasurer, none of whom need be a member of the Board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. Any vice president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

In addition to the above officers the treasurer or an assistant treasurer may sign in lieu of the secretary or an assistant secretary.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

Section 5. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty days and, in case of a meeting of stockholders, not less than ten days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Kentucky.

RECORD OF STOCKHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting for the purposes thereof.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to

time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. “The fiscal year of the Corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Corporation shall begin on the first day of November and end on the thirty-first day of October of each year.” [handwritten text: “Amended by corporate resolution January 17, 1990”]

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal,             .” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

The stockholders shall have the right to change or repeal any by-laws adopted by the directors.

VANTAGE MINING COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Vantage Mining Company (the “Corporation”), and acting pursuant to Section 271B.8-210 of the Kentucky Revised Statutes in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/ Michael G. Smith

Michael G. Smith

/s/ H. Drexel Short

H. Drexel Short

EX-3.214

EXHIBIT 3.214

ARTICLES OF INCORPORATION

OF

WHITE BUCK COAL COMPANY

The undersigned. acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of White Buck Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith:

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 180, Leivasy, West Virginia 26676-9998.

The full name and address of the appointed person to whom notice of process may be sent is Fletcher A. Cooke, P. O. Box 26765, Richmond, Virginia 23261.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be three, and the names and addresses of said persons who shall serve as the initial Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

H. Drexel Short

P. O. Box 1951

Charleston, West Virginia 25327

2

Jeffrey A. Wilson

P. O. Box 1951

Charleston, West Virginia 25327

Bennett K. Hatfield

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any preemptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

3

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

4

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 2nd day of January 1996.

/s/ Fletcher A. Cooke

Incorporator

Articles of incorporation prepared by:

Fletcher A. Cooke, Esq.

4 N. Fourth Street

Richmond, Virginia 23219

5

EX-3.215

EXHIBIT 3.215

BY-LAWS

OF

WHITE BUCK COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Leivasy. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 8:30 A.M., local time, beginning in 1996, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

1

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

3

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at

4

each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive

5

officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been

6

authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts. etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be

7

issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the 1st day of November and end on the 31st day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. corporate seal

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of

8

Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new by-laws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: January 3, 1996

9

WHITE BUCK COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of White Buck Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    H. Drexel Short

H. Drexel Short

/s/    Larry M. Roop

Larry M. Roop

/s/    David C. Hughart

David C. Hughart

10

EX-3.216

EXHIBIT 3.216

ARTICLES OF INCORPORATION

OF

WILLIAMS MOUNTAIN COAL COMPANY

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

I. The undersigned agrees to become a corporation by the name of Williams Mountain Coal Company.

II. The existence of this Corporation is to be perpetual.

III. The purpose or purposes for which this corporation is formed are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands;

2. To acquire, purchase, lease, option, sell and mortgage timberlands, mineral estates and gas and oil lands;

3. To prospect for coal and mine coal and prospect for and mine or produce mineral products and gas and oil;

4. To buy, sell, produce, process, handle, transport and deal in coal and the marketing of coals and products of coal of all kinds;

5. To engage in timberland and general lumber business, and all the by-products thereof, to operate saw mills, buy and sell timber, logs, and timber of any and every description, and to buy and sell personal property used in connection therewith;

6. To purchase, rent, sell, acquire, lease and contract for all kinds of timbering or mining machinery, or other machinery, motor vehicles, buildings, cars and appliances for the mining, hauling, production, processing, marketing and transporting of coal, timber and timber products;

7. To construct and operate railways and tramways for mining and removal of coal and other minerals;

8. To manage, operate, maintain, improve and develop the properties, and each and all of them;

9. To borrow or raise money for the foregoing purposes of the corporation; and for such purposes in order to secure the same and interest thereon, mortgage and deed in trust all or any part of the property, corporeal or incorporeal rights, or franchise of this corporation, now owned or hereafter acquired; and

10. Generally to carry out all acts necessary, incident or related to the foregoing purposes.

IV. The address of the principal office of said corporation shall be located at P. O. Box 37, in the city of Madison, and state of West Virginia, 25130.

The full name and address of the appointed person to whom notice of process may be sent is Secretary of State of the State of West Virginia.

V. The number of directors constituting the initial Board of Directors of the Corporation shall be one, and the name and address of the person who shall serve as the Director until the first annual meeting of shareholders or until his successor is elected and qualified is:

Fletcher A. Cooke

P. O. Box 26765

Richmond, Virginia 23261

VI. The full name and address of the incorporator is:

James L. Gardner

P.O. Box 26765

Richmond, Virginia 23261

VII. The amount of the total authorized capital stock of said Corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into one hundred (100) shares of the par value of Ten Dollars ($10.00) each.

VIII. No shareholder or other person shall have any pre-emptive right whatsoever.

IX. Provisions for the regulation of the internal affairs of the corporation are:

1. A. The Corporation shall indemnify each member of the Board and each officer of the Corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, the Corporation), by reason of the fact that he is or was a Board member, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a Board member, officer or agent of another corporation, partnership, joint venture, trust or other enterprise.

B. Said indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation.

C. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the Corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such

expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

D. The amount paid to any Board member, officer or agent of the Corporation by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to but not exclusive of, any other right to which such Board member, or officer of the Corporation may otherwise be entitled by law.

2. The Board of Directors of this Corporation may, from time to time, in its discretion, declare and pay cash dividends from any reserves for mineral depletion maintained by the Corporation. Such dividends must be identified as a distribution of such reserves, and at the time of distribution the amount per share being paid from such reserves must be disclosed to each shareholder receiving such dividends.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 6th day of December, 1993.

/s/ James L. Gardner

Incorporator

Articles of Incorporation prepared by:

James L. Gardner

P. O. Box 26765

Richmond, Virginia 23261

EX-3.217

EXHIBIT 3.217

BY-LAWS

OF

WILLIAMS MOUNTAIN COAL COMPANY

ARTICLE I. OFFICES

The principal offices of the Corporation shall be located in the City of Madison, State of West Virginia. The Corporation may have such other offices, either within or without the State of West Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the last Wednesday in the month of May, in each year, at the hour of 10:20 A.M., local time, beginning in 1994, or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of the principal office of the Corporation, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the Chairman of the Board, if any, President, Secretary, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of West Virginia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, President, Secretary or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purposes of determining shareholders entitled to notice of or vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine.

Shares held by an administrator, executor, guardian, committee, curator, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be one or more. Each director shall hold office until the next annual meeting of shareholders and until successor shall have been elected and qualified. Directors need not be residents of the State of West Virginia, or shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this, by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of West Virginia, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meeting of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of West Virginia, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed at least five days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided by statute.

Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article Ill shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors is to be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 10. Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or committee thereof or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including the Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

Section 2. Election and Term of Office. The officers of the corporation, to be elected by the Board of Directors, shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board and President. The Chairman of the Board or the President, as the Board of Directors may from time to time determine, shall be the principal executive officer of the corporation. The principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation, subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders. Whether the Chairman of the Board or the President be designated as the principal executive officer of the corporation the other shall, in the absence or incapacity of the principal executive officer or by his authority, may exercise any of the powers of the principal executive officer. The Chairman of the Board or the President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these by-laws-to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The Chairman of the Board and the President shall each, in general, perform all duties incident to their respective offices and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. The Vice Presidents. In the absence of the Chairman of the Board and President, or in the event of their death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) or Secretary shall perform the duties of the Chairman of the Board and President, and when so acting, shall have all the powers of and be subject to all the regulations upon the Chairman of the Board and President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or the Board of Directors.

Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time

to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the principal executive officer of the corporation, the by-laws or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the principal executive officer of the corporation, the by-laws or by the Board of Directors.

Section 10. Officers’ Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Board of Directors may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the

corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

Section 3. Lost Certificates. Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the Board of Directors of the corporation shall advertise such fact in such manner as the Board of Directors may require, and shall give the corporation a bond of indemnity in such sum as the Board of Directors may direct, but not less than double the value of shares represented by such certificate, in form satisfactory to the Board of Directors, may prescribe; whereupon the President and the Secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed, but always subject to the approval of the Board of Directors.

Section 4. Stock Transfer Books. The stock transfer books of the corporation shall be kept in the principal office of the corporation and shares shall be transferred under such regulations as may be prescribed by the Board of Directors.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the corporation shall begin on the first day of November and end on the thirty-first day of October of each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the word “SEAL”.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These by-laws may be altered, amended or restated and new bylaws may be adopted by the Board of Directors at any regular or special meeting.

ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board of Directors, shares in other corporations held by this corporation may be voted by the Chairman of the Board or the President of this corporation.

DATED: December 7, 1993

WILLIAMS MOUNTAIN COAL COMPANY

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Williams Mountain Coal Company (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Michael A. Milam        

Michael A. Milam

/s/    Roger L. Nicholson        

Roger L. Nicholson

EX-3.218

EXHIBIT 3.218

ARTICLES OF INCORPORATION

OF

WYOMAC COAL COMPANY, INC.

Pursuant to Section 27 Article 1, Chapter 31 of the Code of West Virginia, the undersigned incorporator hereby adopts the following Articles of Incorporation.

I.

The name of the Corporation is Wyomac Coal Company, Inc.

II.

The period of duration of the corporation is perpetual.

III.

The address of the principal office of the Corporation is Premier (McDowell County), West Virginia 24878; the name and address of the appointed person to whom notice or process shall be sent is Wyomac Coal Company, Inc., c/o Mr. James L. Joyce, Premier, West Virginia 24878.

IV.

The purposes of the Corporation are as follows:

1. To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands or mineral estates; to buy and sell real estate; to prospect for coal, and mine and process coal and other minerals and mineral products and generally to buy, sell, handle, and deal in the market in coal of all kinds; to purchase, acquire and contract for machinery, buildings, vehicles and equipment for mining and marketing coals; to construct and operate railways and tramways for mining and moving coal; and to provide managerial services to coal mine operators.

2. To have and to exercise all the powers now or hereafter conferred by the laws of West Virginia upon corporations organized pursuant to the laws thereof and any amendments and supplements thereto.

V.

The amount of the total authorized capital stock of the Corporation shall be $5,000.00, which shall be divided into five thousand (5,000) shares of the par value of One Dollar ($1.00) each.

VI.

The name and address. of the incorporator is as follows:

William T. Watson

1808 Crestmont Drive

Huntington, West Virginia 25701

VII.

There shall be three Directors constituting the initial Board of Directors of the Corporation, and the names and addresses of those persons who are to serve until the first annual meeting of the shareholders of the Corporation and until their successors are duly elected and qualify, are as follows:

William T. Watson	1808 Crestmont Drive
	Huntington, West Virginia 25701.
Daniel A. Carrell	707 East Main Street
	Richmond, Virginia 23219
Thurston R. Moore	707 East Main Street
	Richmond, Virginia 23219

The undersigned, for the purpose of forming a corporation under the laws of West Virginia, does make and file these Articles of Incorporation, and accordingly, has hereunto set his hand this 4th day of May, 1977.

2

Articles of Incorporation prepared by:	/s/ William T. Watson
	William T. Watson
/s/ William T. Watson
William T. Watson
Attorney at Law
Huntington, West Virginia

3

EX-3.219

EXHIBIT 3.219

BY-LAWS

OF

WYOMAC COAL COMPANY, INC.

ARTICLE I.

Vote of Stockholder.

1.1 Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholder’s agreeing in writing to such corporate action being taken.

1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.

ARTICLE II.

Directors.

2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-laws, all the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors of the Corporation shall be “one or more” [May 29, 1991].

2.3 Election and Removal of Directors; Quorum.

(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.

(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors.

(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.

(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May (beginning in 1978) at 10:45 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.

2

(c) The Secretary or officer performing the Secretary’s duties shall give not less than twenty-four hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all the Directors are present and no Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting except as otherwise required by law.

2.5 Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for their attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

2.6 Committees.

(a) The Board of Directors, by resolution duly adopted, may establish an Executive Committee, a Finance Committee, and such other standing or special committees of the Board as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

(b) Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-laws for regular and special meetings of the Board of Directors.

3

(c) A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

2.7 Written Consent. Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

ARTICLE III.

Officers.

3.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and senior Vice-Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall be chosen from among the Directors. Any two officers may be combined in the same person as the Board of Directors may determine, except that the President and Secretary may not be the same person.

3.2 Removal of Officers; Vacancies. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Vacancies may be filled by the Board of Directors.

3.3 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are herein provided or as from time to time shall be conferred by the Board of Directors. The

4

Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

ARTICLE IV.

Capital Stock.

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the, same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as -the owner of shares to receive dividends and to vote as such owner.

5

ARTICLE V.

Miscellaneous Provisions.

5.1 Seal. The seal of the Corporation shall consist of a flat—faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.

5.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless changed by resolution of the Board.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of By-laws. The Board of Directors may alter, amend or repeal these By-laws or adopt new by-laws, subject to repeal or change by action of the Stockholder.

5.5 Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the

6

premises. In lieu of such appointment the president may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

Dated: May 11, 1977

7

WYOMAC COAL COMPANY, INC.

CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING

OCTOBER 29, 2001

The undersigned, being all the Directors of Wyomac Coal Company, Inc. (the “Corporation”), and acting pursuant to Section 31-1-73 of the Code of West Virginia in lieu of holding a special meeting, hereby agree to the adoption of the following resolution as of the above date:

RESOLVED that the By-laws of the Corporation are hereby amended so as to change the fiscal year of the Corporation from November 1 through October 31 to a calendar year (January 1 through December 31) to be effective as of January 1, 2002.

/s/    Lloyd C. Adams        

Lloyd C. Adams

/s/    Roger L. Nicholson        

Roger L. Nicholson

/s/    Bennett K. Hatfield        

Bennett K. Hatfield

EX-3.220

EXHIBIT 3.220

SHANNON-POCAHONTAS MINING COMPANY

AMENDED AND RESTATED PARTNERSHIP AGREEMENT

THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT (the “Amended Partnership Agreement”), dated as of the first day of July, 1986, by and between SHANNON-POCAHONTAS COAL CORPORATION, a West Virginia corporation (“SP Coal”), and VAICO, INC., a West Virginia corporation (“VAICO”), provides:

Shannon-Pocahontas Mining Company (hereinafter referred to as the “Partnership” or “SP Mining”) was formed as a general partnership under the Uniform Partnership Act of the State of West Virginia pursuant to a Partnership Agreement (the “Original Partnership Agreement”) dated as of August 1, 1981, by and between SP Coal (formerly named Shannon-Pocahontas Mining Company) and VAICO, which corporations are sometimes hereinafter referred to collectively as the “Partners” and individually as “Partner”. Since the date of the Original Partnership Agreement, SP Mining has temporarily interrupted coal mining operations.

As of July 1, 1986, A. T. Massey Coal Company, Inc., a Virginia corporation (“Massey”), SP Coal, Wyomac Coal Company, Inc., a West Virginia corporation (“Wyomac” or the “Operator”), Royalty Smokeless Coal Company, a West Virginia corporation (“Royalty”, and together with SP Coal, Massey and Wyomac, the “Massey Companies”), Voest-Alpine International Corp., a New York corporation (“Voest”), VAICO, and the Partnership have entered into an agreement providing for certain transactions (the “Agreement”). All terms used herein and not otherwise defined shall have the same meaning as in the Agreement.

The Agreement provides, among other things, for SP Coal’s agreement to be responsible for the payment of 100% of (i) the Massey Liability, (ii) the Closing Date Other Liabilities, (iii) the Other Assets Liabilities, and (iv) and the Closing Date MPPAA Liability. The Agreement provides for the parties’ execution of an amendment to the Original Partnership Agreement that provides for certain allocations among the Partners.

The purpose of this Amended Partnership Agreement is to amend and restate the Original Partnership Agreement in its entirety, in connection with the transactions contemplated by the Agreement, certain transactions related thereto and the temporary interruption of SP Mining’s coal mining operations.

NOW, THEREFORE, for and in consideration of the mutual promises of each to the other contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate in its entirety the Original Partnership Agreement to read as follows:

1. NAME AND PRINCIPAL PLACE OF BUSINESS. The Partnership is called “Shannon-Pocahontas Mining Company.”

The principal place of business of the Partnership shall be at Caples, McDowell County, West Virginia.

2. DURATION OF PARTNERSHIP. The Partnership shall continue in full force and effect until December 31, 2032, unless sooner terminated as hereinafter set forth, or as otherwise provided by law.

3. PURPOSES AND SCOPE OF PARTNERSHIP BUSINESS. The Partners have contributed certain leases and surface tracts (the “Subject Tracts”) and certain contracts and assets described in Exhibits A, B, C, and D to the Original Partnership Agreement.

- 2 -

The Partnership shall enter into the transactions contemplated by the Agreement including an Amended and Restated Operating, Sales and Stock Transfer Agreement with Massey, Voest, Royalty and the Operator, which is sometimes herein referred to as the Amended and Restated Operating Agreement. Thereafter the Partnership may prospect for and mine or produce coal with respect to the Subject Tracts then leased, subleased or owned by the Partnership and which have not been leased or subleased to a third party (the “Current Tracts”), produce, process, sell, handle and deal in the marketing of such coal pursuant to the Amended and Restated Operating Agreement, lease tangible personal property, and generally do all acts necessary, incident or related to the foregoing purposes, subject to the terms and conditions in Section 17. The Partnership shall engage in no other business, except by unanimous approval of the Management Committee.

4. CAPITAL CONTRIBUTIONS OF PARTNERS; CALLS FOR CAPITAL.

A. As of the date of the Original Partnership Agreement, the Partners made the following initial contributions to the capital of the Partnership, in cash:

SP Coal. . . . . . . .$800,000; and

VAICO. . . . . . . .$200,000.

B. SP Coal, as its additional contribution to the capital of the Partnership, executed and delivered to the Partnership the Lease Assignment, Deed, General Assignment and Bill of Sale attached to the Original Partnership Agreement as Exhibits A, B, C and D.

C. VAICO, as its additional contribution to the capital of the Partnership, executed and delivered to the Partnership the Lease Assignment, Deed, General Assignment and Bill of Sale attached to the Original Partnership Agreement as Exhibits A, B, C and D.

- 3 -

D. The Partnership has accepted the contributions to its capital pursuant to Paragraphs B and C above by executing such Lease Assignment, Deed, General Assignment and Bill of Sale and delivering copies to the Partners. The parties agree that the total fair market value of the assets contributed to the Partnership in accordance with such Paragraphs B and C is $70 million.

E. As to the assets contributed to the capital of the Partnership by SP Coal and VAICO on formation of the Partnership in accordance with Paragraphs B, C and D above, and any subsequent contributions to the capital of the Partnership made by the Partners on or before March 31, 1984, if the contributed property has an adjusted basis to the contributing Partner which is more or less than the fair market value at which it is accepted by the Partnership at the time of contribution, then, solely for the purpose of computing the taxable income or loss of the Partnership and the distributive share therein of each Partner, depreciation, depletion, or gain or loss with respect to such contributed property shall be computed in accordance with Section 704(c)(3) of the Internal Revenue Code of 1954, as amended, prior to amendment by the Tax Reform Act of 1984, if such Section is applicable. If it is not, or in the case of property contributed to the Partnership after March 31, 1984, such taxable income or loss, depreciation, depletion or gain or loss shall be shared among the Partners so as to take account of the variation between the basis of the property to the Partnership and its fair market value at the time of its contribution. Except where otherwise expressly indicated, references herein to the “Code” shall mean the Internal Revenue Code of 1954, as amended, and references to any particular provisions of the Code shall be deemed to refer to succeeding provisions thereof. In the case of

- 4 -

property contributed to the Partnership on or before March 31, 1984, the Partners intend by this Paragraph E to take advantage of Section 704(c)(2) of the Code (prior to amendment by the Tax Reform Act of 1984) without providing for an allocation contrary to the tax allocation prescribed by Section 704(c)(3) of the Code. In the case of property contributed to the Partnership on or before March 31, 1984, computations for income tax purposes with respect to such contributed property shall be made in accordance with the regulations issued under Sections 704(c)(2) and 704(c)(3), as the case may be. In the case of property contributed to the Partnership after March 31, 1984, the Partners intend to make tax computations in accordance with the regulations issued under Section 704(c)(2) to the extent not inconsistent with any temporary or final regulations issued under Section 704(c) (as amended by the Tax Reform Act of 1984). Notwithstanding the foregoing provisions of this Paragraph E, for the purpose of determining the interest of each Partner in the capital and earnings of the Partnership, the fair market value at which any such contributed property is accepted by the Partnership shall be used for computing depreciation, depletion, or gain or loss with respect to such contributed property.

F. An individual capital account shall continue to be maintained for each Partner, including any additional or substituted Partner who shall hereinafter receive an interest in the Partnership, subject to the restrictions hereinafter set forth. No interest shall be paid or accrued on any such capital account. The original capital account established for each such substituted Partner shall be in the same amount as, and shall replace, the capital account of the Partner which such substituted Partner succeeds, and, for the purposes of this Amended Partnership Agreement, such substituted Partner shall be deemed to have made the capital contributions, to the extent actually paid in, of the Partner which such substituted Partner succeeds. The capital account of each Partner shall be (i) credited with the amount of money and

- 5 -

the fair market value (net of liabilities) of the property contributed to the Partnership by such Partner pursuant to Paragraphs A through D and any subsequent capital contributions by such Partner, to the extent actually paid in, and with the profits allocated to such Partner pursuant to the terms of this Amended Partnership Agreement, and (ii) charged with the amount of money and the fair market value (net of liabilities) of any property distributed to such Partner and with the losses allocated to such Partner pursuant to the terms of this Amended Partnership Agreement. The Partners intend that their capital accounts shall be maintained in accordance with the principles set forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations (the “Regulations”). The term “substituted Partner” shall mean a person who shall become entitled to receive a share of the profits, losses and distributions of the Partnership by reason of such person’s succeeding to the interest in the Partnership of a Partner by assignment of all or any part of a Partner’s interest in the Partnership, in accordance with this Amended Partnership Agreement. To the extent a substituted Partner receives less than 100% of the interest in the Partnership of a Partner which the substituted Partner succeeds, the original capital account of such substituted Partner and its capital contributions shall be in proportion to the interest it receives and the capital account of the Partner who retains a partial interest in the Partnership and its capital contribution shall continue, and not be replaced, in proportion to the interest it retains. Any special basis adjustments resulting from an election by the Partnership pursuant to Section 754 of the Code shall be taken into account in establishing and maintaining capital accounts for the Partners only to the extent required by Section l.704-l(b)(2)(iv)(m) of the Regulations.

G. Except as to those liabilities described in paragraph H below (which shall be paid in accordance with the terms of that paragraph), the Management Committee shall be authorized to call upon the Partners for additional contributions to capital

- 6 -

when required from time to time to meet the needs of the Partnership, in excess of funds available to the Partnership from operations and from third party loans to the Partnership on terms acceptable to the Management Committee. Except as provided in the foregoing sentence, no other capital contributions, in the form of cash or otherwise, shall be required of the Partners.

(i) Any such call shall be made by written notice to each Partner specifying the total amount to be contributed by both, the share to be contributed by each, the purpose for which the contributions are required and the date by which the contributions shall be made, which shall be not less than 30 days nor more than 60 days after such notice is given. Each Partner shall contribute cash in an amount determined by multiplying the total amount required by any call by such Partner’s Sharing Ratio, as hereinafter defined.

(ii) The failure of both Partners to contribute as required by a call shall terminate the Partnership in accordance with Section 15 hereof. If one Partner contributes its share pursuant to a call and the other falls to do so, the contributing Partner may, but shall not be obligated to, pay such share in behalf of the noncontributing Partner, and the amount so paid shall constitute a loan to the noncontributing Partner by the paying Partner. Any such loan shall bear interest on the unpaid principal balance at a rate two percent in excess of the prime rate publicly announced by United Virginia Bank, Richmond, Virginia, on the date the loan is made, principal and interest to be paid not later than one year after the date the loan is made. Either failure to so pay any such loan, if made, or if such loan is not made, failure of the non-contributing Partner to contribute as required by a call within six months after the written notice thereof specified in paragraph (i), shall, at the election of the contributing Partner, terminate the Partnership in accordance with Section 15 hereof.

H. The Partners agree as follows:

- 7 -

(i) Massey Liability. SP Coal in accordance with Section 1.1 of the Agreement hereby expressly agrees to be responsible for and contribute to capital. The funds to pay 100% of the Massey Liability as defined in the Agreement. VAICO is hereby relieved of the VAICO Contribution Obligation with respect to the Massey Liability.

(ii) Closing Date Other Liabilities. SP Coal in accordance with Section 1.1(b) of the Agreement hereby expressly agrees to be responsible for and contribute to capital the funds to pay 100% of the Closing Date Other Liabilities as defined in the Agreement, in each case only to the extent such liabilities are due to events occurring prior to the date of this Amended Partnership Agreement, and SP Coal agrees to indemnify and hold harmless SP Mining with respect thereto.

(iii) MPPAA.

(a) To the extent practicable, the Partners intend that the transactions contemplated by the Agreement shall not trigger withdrawal liability under the Multiemployer Pension Plan Amendments Act of 1980 (“MPPAA”) with respect to the United Mine Workers of America 1950 and 1974 Pension Plans (collectively, the “UMWA Plans” or sometimes referred to individually as the “applicable UMWA Plan”). Nonetheless, if withdrawal liability is triggered due to such transactions or for any other reason, SP Coal and VAICO agree that any SP Mining Withdrawal Liability (as hereinafter defined) shall be borne by either or both in the following manner:

(1) SP Coal will be responsible for and contribute to capital the funds to pay 100% of (i) any Closing Date MPPAA Liability (as hereinafter defined) and (ii) any Indemnity Amounts with respect thereto.

- 8 -

(2) SP Coal will be responsible for and contribute to capital the funds to pay 80% and VAICO will be responsible for and contribute to capital the funds to pay 20% of (i) any Post-Closing Date MPPAA Liability (as hereinafter defined) and (ii) any Indemnity Amounts with respect thereto.

(3) If (i) either SP Coal or VAICO, pursuant to Section 13(C) of this Amended Partnership Agreement, exercises its rights of first refusal and purchases the partnership interest of the other in SP Mining, the purchasing partner, or (ii) either Voest or Royalty exercises its right of first refusal and purchases the Restricted Shares pursuant to Section 3.2 of the Amended and Restated Operating Sales and Stock Transfer Agreement, SP Coal, if the purchaser is Royalty, or VAICO, if the purchaser is Voest, shall be responsible for and contribute to capital the funds to pay 100% of (x) any Change of Interest MPPAA Liability (as hereinafter defined) and (y) any Indemnity Amounts with respect thereto.

(b) Either SP Coal, VAICO, or both, to the extent of the percentage or percentages for which they are responsible, if any, will indemnify and hold harmless the other (and any member of the applicable group of entities under common control of which the other is a member) for any Closing Date MPPAA Liability, Post-Closing Date MPPAA Liability and Change of Interest MPPAA Liability, and for all Indemnity Amounts with respect thereto, except as otherwise specifically provided in paragraphs e, g, and h below.

(c) The parties agree that, after the Closing, each will consult with the others, and the other members of the SP Control Group (as hereinafter defined) and the VAICO Control Group (as hereinafter defined), before responding to any inquiries or requests from the UMWA Plans or the United Mine Workers of America that may relate to SP Mining Withdrawal Liability.

- 9 -

(d) As used in this Amended Partnership Agreement, the following terms shall be defined as specified:

(1) “Change of Interest MPPAA Liability” means Withdrawal Liability attributable to certain operations of SP Mining computed as follows:

SP Mining Contributions After Partner
Purchase Date SP Mining Contributions x SP Mining
Withdrawal
Liability = Change of
Interest
MPPAA
Liability

(2) “Closing Date MPPAA Liability” means Withdrawal Liability attributable to certain operations of SP Mining computed as follows:

SP Mining Contributions Prior to Closing Date SP Mining Contributions x SP Mining Withdrawal Liability = Closing
Date MPPAA Liability

(3) “Employer Contributions” means contributions required to be made to the applicable UMWA Plan that are included in the numerator of the MPPAA Fraction.

(4) “Indemnity Amounts” means all costs, expenses (including reasonable attorneys’ fees) liabilities, damages, penalties, losses and claims incurred in connection with the applicable SP Mining Withdrawal Liability that are not excluded under paragraphs e, g, and h below, and that relate to an employer’s total indemnity amounts due to its Withdrawal Liability in the same ratio that the SP Mining Contributions in the numerator of the MPPAA Fraction bears to the total employer’s contributions in the numerator of the MPPAA Fraction. For purposes of the preceding sentence, the employer’s total indemnity amounts due to its Withdrawal Liability shall be deemed to have been incurred with respect to each UMWA Plan in the same proportion as the Withdrawal Liability with respect to the applicable UMWA Plan relates to the entire Withdrawal Liability of both UMWA Plans.

- 10 -

(5) “MPPAA Fraction” means the fraction used by the applicable UMWA Plan in computing an employer’s portion of the applicable Plan’s unfunded vested benefits under MPPAA § 4211 in determining the amount of Withdrawal Liability.

(6) “Partner Purchase Date” means the date on which either SP Coal or VAICO exercises its right of first refusal and purchases the other Partner’s interest in SP Mining, pursuant to Section 13(C) of this Amended Partnership Agreement or either Voest or Royalty exercises its right of first refusal and purchases the Restricted Shares pursuant to Section 3.2 of the Amended and Restated Operating, Sales and Stock Purchase Agreement.

(7) “Post-Closing Date MPPAA Liability” means Withdrawal Liability attributable to certain operations of SP Mining computed as follows:

SP Mining Contributions On or After the Closing Date but Prior to the Partner Purchase Date SP Mining Contributions x SP Mining
Withdrawal
Liability = Post-Closing
Date MPPAA
Liability

(8) “SP Control Group” means the group of entities under common control within the meaning of ERISA § 4001(b) (1) of the Employee Retirement Income Security Act of 1974 (ERISA) which includes SP Coal, and each member of such group.

(9) “SP Mining Contributions” means the total contributions required to be made by SP Mining to the applicable UMWA Plan with respect to the Subject Tracts that are included in the numerator of the MPPAA Fraction.

(10) “SP Mining Withdrawal Liability” means Withdrawal Liability attributable to operations of SP Mining computed as follows:

- 11 -

SP Mining Contributions Employer Contributions x Withdrawal
Liability to the Applicable
UMWA Plan = SP Mining
Withdrawal
Liability

(11) “VAICO Control Group” means the group of entities under common control within the meaning of ERISA § 4001(b)(l) which includes VAICO, and each member of such group.

(12) “Withdrawal Liability” means any withdrawal liability under MPPAA with respect to either or both of the UMWA Plans which is assessed against the VAICO Control Group (or any of its members) or the SP Control Group (or any of its members). For purposes of this Section 4(H), a Withdrawal Liability will be deemed to be assessed on the date of mailing of the notice of withdrawal and demand for payment (the “Notice”) by the applicable UMWA Plan. However, except as provided in paragraph e below, no withdrawal will be deemed assessed for such purposes if the applicable UMWA Plan subsequently withdraws the Notice.

(e) The parties agree that if a Withdrawal Liability is assessed but is subsequently determined not to be owed, any Indemnity Amounts will be borne by SP Coal and VAICO, and each will indemnify and hold harmless the other with respect thereto, in the same manner and percentage as if such assessed Withdrawal Liability had in fact been owed.

(f) If any party receives any Notice, or otherwise learns of the commencement of any action, suit or proceeding against any of them, or against any member of the group of entities under common control of which they, or any of them, are a part, with respect to any Withdrawal Liability that would or might result in an SP Mining Withdrawal Liability (herein a “Withdrawal Claim”), such person promptly, and in any event not later than

- 12 -

15 days after such person receives any such Notice or otherwise learns of such commencement, will notify VAICO or SP Coal, as appropriate, in writing of the Withdrawal Claim at the address for notices provided for in Section 19. Such notification shall set forth in reasonable detail all information known to such person as to the Withdrawal Claim.

(g) If the Withdrawal Claim is made against any member of the SP Control Group, SP Coal shall have the exclusive right, in its discretion exercised in good faith and upon the advice of counsel, to settle the Withdrawal Claim, either before or after the initiation of litigation, at such time and upon such terms as SP Coal deems fair and reasonable, provided that, except with the approval of VAICO, SP Coal shall not consent to entry of judgment or enter into any settlement which does not include as an unconditional term thereof the release of each member of the VAICO Control Group from all liability in respect of the Withdrawal Claim. VAICO (or any member of the VAICO Control Group) shall have the right to be represented by counsel at its expense in any such contest, defense, litigation or settlement, and, notwithstanding any other provision of this Amended Partnership Agreement, neither SP Coal nor any member of the SP Control Group shall be liable for any expense or legal fees incurred by VAICO (or any member of the VAICO Control Group) in any such participation.

(h) If the Withdrawal Claim is made against any member of the VAICO Control Group, both SP Coal and VAICO (and the other members of the groups of entities under common control of which they, respectively, are parts) may participate in contesting, defending, litigating or settling any matter regarding the Withdrawal Claim, at their own expense, respectively. Notwithstanding any other provision of this Amended Partnership Agreement, no party shall be liable for any expense or legal fees incurred by the

- 13 -

other party (or the other members of the group of entities under common control of which it is a part) in exercising rights described by this paragraph.

(i) If the provisions of MPPAA or the regulations issued pursuant thereto are amended or otherwise modified after the date hereof in a manner which affects the intended determination and allocation of SP Mining Withdrawal Liability and other matters as set forth in this Section 4(H), or if the provisions relating to the computation of a Withdrawal Liability (or the portion thereof to be assumed by SP Coal or VAICO, or both) under this Section 4(H) are determined to be subject to more than one interpretation, the parties agree to negotiate with each other in good faith to make such modifications to the provisions of this Amended Partnership Agreement which may be necessary to carry out the original intent and purposes of this Section 4(H), which is to provide an equitable division of placement of such liability.

(iv) Other Assets Liabilities. SP Coal in accordance with Section 1.1 of the Agreement hereby expressly agrees to be responsible for and contribute to capital the funds necessary to pay 100% of any Other Assets Liabilities as defined in the Agreement.

I. No Partner shall be entitled to demand a return of its capital contributions to the Partnership, except as otherwise expressly provided herein.

J. The foregoing provisions of this Section 4 are not intended to be for the benefit of any creditor or other person (other than a Partner in its capacity as a Partner) to whom any debts, liabilities or obligations are owned by (or who otherwise has any claim against) the Partnership or any of the Partners; and no such creditor or other person shall obtain any right under any such foregoing provision or shall by reason of any such foregoing provision make any claim in respect of any debt, liability or obligation (or otherwise) against the Partnership or any of the Partners.

- 14 -

5. INTERESTS OF THE PARTNERS.

A. Except as provided in Sections 5(B), 5(C), 5(D) and 15(C), the Partners agree that they have the following interests in the Partnership (hereinafter referred to as the “Sharing Ratios”) and shall share in the following proportions in the profits or losses of the Partnership (except as provided in Section 4(E)), in all distributions of assets of the Partnership, whether distributions of Net Cash Flow (as hereinafter defined) or capital or otherwise, in all holding costs associated with the Current Tracts, including all property taxes, assessments, levies or royalties and any other directly related costs associated therewith:

SP Coal . . . . . . . . 80%, and

VAICO . . . . . . . . 20%.

If, during any accounting period of the Partnership, there shall be a change in the Sharing Ratios of the Partners as permitted hereby, pursuant to Section 13 or otherwise, each Partner’s share of profits or losses and distributions for such accounting period shall be prorated, based on the ratio the number of days before and after such change and the number of days in such accounting period, and Net Cash Flow for such period shall be distributed to the maximum extent deemed feasible by the Management Committee (as such Management Committee is constituted prior to the date of the change in Sharing Ratios) so as to avoid unfairly allocating Net Cash Flow in subsequent periods to the Partner whose Sharing Ratio increases.

B. The Partners agree that SP Coal shall be allocated 100% of any interest expense accruing after the Closing Date (as defined in the Agreement) with respect to the Massey Liability.

- 15 -

C. The Partners agree that, after the Closing Date, SP Coal shall be allocated 100% of any items of income, gain, loss, deduction, and credit and shall receive any distributions of any Other Assets and of Net Cash Flow (as hereinafter defined) attributable to the Other Assets. Upon any resumption of the Partnership’s coal mining operations, SP Coal shall be entitled to a quarterly guaranteed payment in an amount equal to the quarterly fair rental value of any Other Assets employed in the resumed coal mining operations. That guaranteed payment shall be made within 30 days after the close of any calendar quarter in which resumed coal mining operations occur.

D. The Partners agree that SP Coal shall be allocated 100% of any deduction resulting from an Other Assets Liability, a Closing Date MPPAA Liability or a Closing Date Other Liability.

6. DISTRIBUTIONS TO THE PARTNERS. Within 30 days after the close of each calendar quarter (on March 31, June 30, September 30 and December 31) during the term of this Agreement, the “Net Cash Flow”, if any, of the Partnership for such quarter shall be distributed to the Partners in their respective Sharing Ratios, except as provided in Section 5(c) or unless otherwise approved by both Partners.

For all purposes of this Agreement, the term “Net Cash Flow” shall mean the cash generated from the business of the Partnership as defined by generally accepted accounting principles on a cash basis source of funds statement, but subject to the condition that the Partnership shall maintain cash in amounts determined by the Management Committee to be adequate to maintain continuity of operations and to meet the proposed capital expenditures of the Partnership.

- 16 -

Net Cash Flow shall be determined separately for each quarter and calendar year or portion thereof, and shall not be cumulative. Operator will cause to be prepared and delivered to the Partners within 30 days after the end of each quarter a statement in reasonable detail showing the Partnership’s Net Cash Flow, if any, or showing why there was no Net cash Flow, if that be the case. When the financial statements for each fiscal year are prepared and delivered to the Partners pursuant to Section 12(A), the Net Cash Flow for such fiscal year will be determined in a statement prepared and delivered to the Partners pursuant to Section 12(A). Within 30 days after such statement is so delivered, any excess of the Net Cash Flow that should have been distributed for the fiscal year over the amounts theretofore distributed shall be distributed to the Partners, and any excess of such amounts theretofore distributed over the amounts that should have been distributed will be repaid to the Partnership by the Partners.

Upon liquidation of the Partnership, the Partnership’s cash and other assets shall be distributed to the Partners in accordance with their capital account balances pursuant to Section

15(C).

7. OTHER DISTRIBUTIONS. The Partners shall not be entitled to receive any compensation, or any reimbursement of expenses, except for the guaranteed payment pursuant to Section 5(C) and for distributions of Net Cash Flow pursuant to Section 6 or as otherwise expressly provided herein, or in the Agreement or the documents and instruments delivered pursuant thereto, or approved unanimously by the Management Committee.

8. MANAGEMENT.

A. The business and affairs of the Partnership shall be managed by the Operator, subject to the direction and control of a Management Committee. Subject to such

- 17 -

direction and control, the Operator shall have power and authority to do all acts and perform all services in behalf of the Partnership, as set forth in the Amended and Restated Operating Agreement.

B. No Partner shall, without the consent of the other Partner, perform any act as to which unanimous approval of the Management Committee is expressly required herein. In addition to other actions as to which unanimous approval of the Management Committee is expressly required herein, the following shall require such approval:

(i) amending or terminating the Amended and Restated Operating Agreement;

(ii) pledging or hypothecating or in any manner transferring all or any portion of a Partner’s interest in the Partnership, except to the other Partner or as permitted by Sections 13 and 19(B);

(iii) engaging in any transaction with an Affiliate of a Partner, except as expressly permitted herein or on terms and conditions at least as favorable to the Partnership as available from a person or entity not an Affiliate of a Partner;

(iv) in behalf of the Partnership, becoming a surety, guarantor or accommodation party to any obligation, except with respect to environmental permits and other transactions in the ordinary course of business;

(v) assigning, transferring, pledging, compromising or releasing any of the claims of or debts due the Partnership without receiving the full amount thereof, except in settlement of disputed claims, with advice of counsel;

- 18 -

(vi) making, executing, or delivering any assignment for the benefit of creditors, or any bond, confession of judgment, guarantee, indemnity bond, surety bond; and

(vii) except in the ordinary course of business and as provided in Section 13(E) hereof, leasing or mortgaging any Partnership real estate or any interest therein or entering into any contract for any such purpose.

C. No Partner alone shall perform any act as to which approval of the Management Committee is expressly required herein. In addition to other actions as to which such approval is expressly required herein, borrowing money in the Partnership name for Partnership purposes or utilizing collateral owned by the Partnership as security for such loan shall require such approval, in the manner prescribed by the last sentence of Section 9 hereof.

D. In this Agreement “Affiliate” shall mean, when used in relation to either Partner, any Company which shall for the time being be directly or indirectly controlled by such Partner.

For purposes of this definition “Company” shall mean a corporation, partnership or other business entity, and

(i) a particular Company shall be directly controlled by another Company or Companies which shall beneficially own, in the case of a corporation, shares carrying in the aggregate the majority of votes exercisable at general meetings of shareholders of the particular company or, in the case of other Companies, a majority of the ownership interests; and

(ii) a particular Company shall be indirectly controlled by a Company or Companies (hereinafter in this definition called “the parent Company or

- 19 -

Companies”) if a series of Companies can be specified beginning with the parent Company or Companies and ending with the particular Company which shall be so related that each Company of the series except the parent Company or Companies shall be directly controlled by one or more of the Companies earlier in the series.

E. No act by a Partner contrary to the provisions of this Section 8 shall be binding upon the Partnership or the other Partner.

9. MANAGEMENT COMMITTEE. There shall be three members of the Management Committee. SP Coal shall designate two persons to be members of a Management Committee and VAICO shall designate one member. Each Partner may remove any member of the Management Committee designated by such Partner, may designate the successor of any such member who is removed or otherwise ceases to serve, and may designate one or more alternate members, to serve in the place of any member of the Management Committee designated by each Partner who is temporarily unavailable or unable to serve. The members of the Management Committee designated by each Partner shall have authority to give consents in behalf of that Partner hereunder from time to time. The Management Committee shall meet as often as necessary at such time and place as shall be agreed upon from time to time by the members. Except as otherwise expressly provided herein, or in the Amended and Restated Operating Agreement, the affirmative approval at a meeting, or in a written consent, of not less than a majority of the members of the Management Committee shall be required with respect to any and all actions by or on behalf of the Partnership, and the Management Committee shall have full power and authority to conduct all business of the Partnership and take all action necessary or desirable with respect thereto.

- 20 -

10. INDEMNIFICATION. Each Partner shall indemnify and save harmless the Partnership and the other Partner from all liabilities, claims, damages and expenses (including attorneys’ fees) resulting from a breach by the indemnifying Partner of the provisions of this Agreement (including without limitation Section 8) and from the negligence or willful misconduct of the indemnifying Partner in connection with the transactions contemplated hereby.

11. FISCAL YEAR. The fiscal and taxable year of the partnership shall be the calendar year.

12. BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS.

A. At all times during the continuance of the Partnership, the Management Committee shall keep or cause to be kept true and complete books of account, in which shall be entered fully and accurately the transactions of the Partnership. Such books shall be kept on an accrual basis, in accordance with generally accepted accounting principles. The Management Committee shall cause to be prepared and delivered to each Partner, within 120 days after the expiration of each fiscal year of the Partnership, a balance sheet, statement of income or loss, and a statement of profit or loss of the Partnership for federal income tax purposes and distributions thereof to each Partner, as well as quarterly and annual statements of Net Cash Flow pursuant to Section 6. If either Partner so requires, such balance sheet and statements shall be certified after audit by an independent certified public accountant selected by the Management Committee, the fees of such accountant to be paid by the Partnership.

B. In the event of a transfer of all or any part of the interest of either Partner, the Partnership shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership property. Notwithstanding anything contained elsewhere in this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor in interest to the transferring Partner. Each Partner shall furnish the Partnership with all information necessary to give effect to such election.

- 21 -

C. All funds of the Partnership shall be deposited in such bank account or accounts in the Partnership’s name, maintained in banks in West Virginia or Virginia selected by the Management Committee. Withdrawals therefrom for Partnership purposes may be made by any person or persons designated by the Management Committee from time to time to execute checks on behalf of the Partnership.

D. All books of account and all records of the Partnership shall be open at all reasonable times to either Partner.

13. ASSIGNMENTS; RIGHTS OF FIRST REFUSAL; OPTION.

A. Each Partner represents and warrants to the other that it has acquired its interest in the Partnership for investment only and not with a view toward distribution or resale thereof.

B. Each Partner agrees not to sell, transfer, pledge, hypothecate, encumber, subject to a security interest, or otherwise dispose of, by operation of law or otherwise, all or any portion of its interest in the Partnership. Notwithstanding the foregoing, such Partnership interest may be assigned by VAICO pursuant to the Assignment of Partnership Interest, as defined in Section 3.5(e) of the Purchase Agreement dated as of August 1, 1981, between Massey, SP Coal, Operator, Royalty and Voest (the “Purchase Agreement”) and such Partnership interest may be transferred by either party to the other Partner, or to a party to whom assignment is permitted by Section 19(B) and such party shall be bound by the provisions of this Section 13 and Section 19(B).

- 22 -

C. (i) Notwithstanding the provisions of Paragraph B, either Partner, provided that it is not in default as defined in Section 14 hereof, may elect to give to the other Partner written notice that it (the “Offering Party”) will sell all of the Partnership interest of the Offering Party to the other Partner (the “Offeree Party”) at a price (the “Offering Price”) specified in such notice. The Offeree Party then may elect to purchase such Partnership interest at the Offering Price, by delivering to the Offering Party written notice thereof not later than 120 days after the date on which the Offeree Party receives the notice from the Offering Party, in which case the Offering Party will be bound to so sell, and the Offeree Party to so purchase, the Partnership interest. If at the time of such notice or during such 120 day period the Offering Party has received or receives from a third party a bona fide offer to purchase the Partnership interest of the Offering Party at a price equal to or greater than the Offering Price, the Offering Party will disclose in writing to the Offeree Party the name of such third party. If the Offeree Party does not so elect to purchase such Partnership interest, the Offering Party then may elect to sell the entire Partnership interest owned by the Offering Party to a third party at the Offering Price or a higher price, provided that the third party is, in the reasonable opinion of the Offeree Party, financially sound and of good reputation and provided further that the closing is held within 240 days after the date on which the Offeree Party receives the notice from the Offering Party. It shall be an additional condition to any such sale to a third party that if VAICO is the Offering Party, the third party shall execute and deliver to the other parties to the Amended and Restated Operating Agreement a written agreement executed on behalf of such third party whereby it assumes all obligations of VAICO under the Amended and Restated Operating Agreement and that, if SP Coal is the Offering Party, the third party shall execute and deliver to the other parties to the Amended and Restated Operating Agreement a written agreement

- 23 -

executed on behalf of such third party (and, if it so elects, one or more of its wholly owned subsidiaries) whereby it (and, if it so elects, one or more of such subsidiaries) assumes the obligations of the Massey Companies under the Amended and Restated Operating Agreement. Such third party (and any of its subsidiaries) shall execute and deliver to the Offeree Party (and other parties under the Amended and Restated Operating Agreement, if appropriate) all such financial statements and opinions of counsel as to execution and delivery of the documents required hereby and the authorization and good standing of the third party (and any of its subsidiaries), as the Offeree Party may reasonably require. Regardless of whether any such third party sale is made, the provisions of this Section 13 shall continue to bind the Partners. Neither Partner may sell less than all of the Partnership interest owned by it pursuant to this Section 13(C).

(ii) The closing for any such purchase by the Offeree Party will be held at the principal office of the Partnership, or such other place as the Partners may agree, within 150 days after the day on which the Offering Party delivers its notice to the Offeree Party. At the closing, the Offering Party will deliver to the Offeree Party a duly executed assignment of the Partnership interest to be transferred, together with all such other documents or instruments as may be required in connection therewith, all in form and substance reasonably satisfactory to the Offeree Party and its counsel, thereby transferring to the Offeree Party good and marketable title to the transferred Partnership interest, free and clear of all liens, encumbrances and rights of others. At the closing, the Offeree Party may elect to pay the purchase price for the Partnership interest to be purchased either in full or by paying to the Offering Party twenty-five percent of the purchase price and delivering to the Offering Party the Offeree Party’s negotiable promissory note in the principal amount of the balance of the purchase price. In any event, the purchase

- 24 -

price and all payments under the note will be paid in United States funds, by the Offeree Party’s delivery to the Offering Party of a cashier’s or certified check in Richmond funds for the full amount thereof. If the Offeree Party elects to pay only a portion of the purchase price as specified above, the note will bear interest on the unpaid principal balance at a rate of one percent in excess of the prime rate publicly announced by United Virginia Bank, Richmond, Virginia on the closing date, principal and interest to be paid in three equal annual installments, beginning one year after the closing date. Such note will be secured by a purchase money security interest in the transferred Partnership interest (and all distributions with respect thereto) and the Offeree Party will deliver to the Offering Party a duly executed security agreement, granting to the Offering Party all of the rights in the transferred Partnership interest (and all distributions with respect thereto) of a secured party under the West Virginia Uniform Commercial Code.

D. If VAICO sells its Partnership interest to SP Coal or a third party pursuant to Section 13(C), the entire principal balance, if any, of the $4 Million Note, as defined in the Purchase Agreement and all accrued interest thereon, shall become immediately due and payable, without regard to conditions of payment set forth herein.

E. Should the Partnership receive from a third party (the “Third Party Purchaser”) a bona fide offer to purchase, sublease or otherwise acquire all or part of the Subject Tracts then owned, leased or subleased by the Partnership, VAICO shall be given by the Partnership a written notice of such offer and the terms and conditions contained therein (the “Third Party Offer”). VAICO shall then have 30 days in which to elect, by written notice to SP Coal, to purchase, sublease or otherwise acquire such Subject Tracts as are included in the Third Party Offer at a price equal to the price offered by the Third Party Purchaser and under terms and

- 25 -

conditions identical to those contained in the Third Party Offer. Should VAICO fail to exercise the right of first refusal provided in this Paragraph E by providing written notice to the Partnership within the 30 day period specified above, the Partnership may then, in its sole discretion, sell, sublease or otherwise transfer such Subject Tracts to the Third Party Purchaser under the terms and conditions contained therein. Notwithstanding any other provision hereof, other than as provided in this Paragraph E, VAICO alone shall have no right or power to prevent a sale, sublease, trade, exchange or other disposition of the Subject Tracts and a majority of the Management Committee shall have sole authority in behalf of the Partnership to make such sale, sublease, trade, exchange or other disposition.

14. DEFAULT.

A. The happening of any one of the following events shall be deemed an event of default as to either Partner:

(i) The sale, assignment, mortgage, pledge, transfer, hypothecation or disposition of any kind by such Partner, by operation of law or otherwise, without the prior written consent of the other, of all or any part of its interest in the Partnership, except as expressly permitted by this Agreement;

(ii) The entry of a decree or order for relief by a court having jurisdiction in respect of such Partner in an involuntary case involving such Partner as debtor under the federal bankruptcy laws, as now or hereinafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Partner or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

- 26 -

(iii) The commencement by such Partner of a voluntary case involving such Partner as debtor under the federal bankruptcy laws, as now or hereinafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of such Partner or of any substantial part of its property, or the making by it of any assignment for the benefit of creditors or the failure of such Partner generally to pay its debts as such debts become due or the taking of corporate action by such Partner in furtherance of any of the foregoing.

(iv) The causing by any creditor of such Partner of any form of lien, levy, attachment or execution to issue against such Partner or a substantial part of its assets based upon the separate debts of such Partner unrelated to the Partnership, unless such lien, levy, attachment or execution is being contested in good faith by such Partner and it has established adequate reserves therefor, or is finally set aside within 60 days;

(v) The failure by such Partner to perform any of its obligations under this Agreement and to remedy such failure within 30 days after written notice of such failure from the other Partner;

(vi) The dissolution of such Partner; or

(vii) In the case of VAICO, its default under the $4 million note.

B. Upon the occurrence of any event of default, the nondefaulting Partner may elect, by giving written notice to the defaulting Partner, either to dissolve and terminate the Partnership pursuant to Section 15 or to purchase the entire interest in the

- 27 -

Partnership of the defaulting Partner. The value of the interest of the defaulting Partner for purposes of this Section 14 shall be 80% of its Partnership capital account, determined as of the date of such notice, excluding the unpaid principal balance, if any, of the $4 million note, and any other note delivered by the defaulting Partner as a contribution to capital of the Partnership, as well as any other unpaid capital contributions by the defaulting Partner. Settlement shall be held within 90 days after such notice by the nondefaulting Partner, at the same place and in the same manner as provided in Section 13(C).

15. DISSOLUTION AND TERMINATION.

A. The Partnership shall be dissolved and terminated at the earlier of

(i) December 31, 2032;

(ii) When one Partner acquires a 100% interest in all the assets and property of the Partnership;

(iii) in accordance with the first and last sentences of Section 4(G)(ii) or with Sections 14 and 17 hereof;

(iv) Upon the sale of all, or substantially all, of the Assets of the Partnership (not including the Other Assets);

(v) Upon taking under exercise of the power of eminent domain by any competent authority, governmental or otherwise, of all of the properties covered by the leases assigned to the Partnership pursuant to Sections 4(B), 4(C) and 4(D) hereof, or a portion thereof sufficient to cause material interference with the Partnership’s operations, or of all or a portion of the other assets of the Partnership if such taking would cause material interference with the Partnership’s accomplishment of the purposes set forth in Section 3 hereof; or

(vi) The mutual agreement in writing of the Partners.

28

B. Upon dissolution and termination, pursuant to clauses (i), (iii) or (v) of Paragraph A of this Section 15, SP Coal (if it is not the defaulting Partner) shall have the first right and option, but not the obligation, to purchase all or any part of the assets of the Partnership at their then fair market value. If SP Coal does not exercise its option within the time specified herein, or exercises it only as to a part of such assets, then VAICO (if it is not the defaulting Partner) shall have the right and option, but not the obligation, to purchase all or any part of the assets of the Partnership not purchased by SP Coal (pursuant to the preceding sentence) at their then fair market value. Such option must be exercised by SP Coal by giving written notice to VAICO of the election by SP Coal to exercise the same within thirty days of termination of the Partnership. Such option must be exercised by VAICO by similar notice to SP Coal within sixty days of termination of the Partnership. In the event of exercise of either such option, upon payment of the fair market value of such assets, the Partnership shall transfer the assets, or portions thereof, to the Partner or Partners that exercised such option by appropriate instrument of conveyance, free and clear of all liens and encumbrances, except those existing at the time such assets were acquired by the Partnership or later created in accordance with this Agreement.

C. Thereafter, unless the Partnership is dissolved and terminated pursuant to Section 14 above and SP Coal is the defaulting Partner (in which case VAICO will perform the obligations of SP Coal pursuant to this Section 15(C)), SP Coal shall proceed (subject to the options set out in Paragraph B above) with the sale and liquidation of the Partnership’s assets and property on the best available terms and the proceeds of such liquidation shall be applied and distributed as follows:

- 29 -

(i) Subject to the payment of the debts and liabilities of the Partnership (excluding debts to Partners) and the expenses of liquidation; then

(ii) To the setting up of any reserves which SP Coal may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, such reserves to be paid by SP Coal to a bank as escrow agent, in an interest bearing account if possible, to be held for the purpose of disbursing such reserves in payment of any of such contingencies, and, at the expiration of such period as SP Coal shall deem advisable, to distribute the balance in the manner provided for in this Section 15, in the order named; then

(iii) To the payment of the debts of the Partnership owing to Partners; then

(iv) The balance of such proceeds, if any, shall be divided among the Partners in accordance with their respective capital account balances. However, each Partner’s share of any such proceeds, before being distributed to it, shall be applied to payment of the entire principal balance and all accrued interest on any then outstanding loan to such Partner pursuant to Section 4(G)(ii) hereof. Moreover, VAICO’s share of any such proceeds shall be applied to payment of the entire principal balance, if any, of the $4 Million Note, and all accrued interest thereon ignoring the limitations set forth in Section 2 therein if the Partnership is dissolved and terminated as a result of an event of default as to VAICO. If the Partnership is dissolved and terminated for any other reason, VAICO’s share of any such proceeds shall be applied to payment of the $4 Million Note subject to the limitations set forth in Section 2 of such Note, provided however, that any amount received by VAICO in excess of its basis in its Partnership interest as a result of the liquidation and dissolution of the Partnership pursuant to this Section 15 shall be added to VAICO’s share of profits before taxes from the Partnership, for

- 30 -

purposes of the limitations set forth in Section 2 of the $4 Million Note. In computing such excess, taxes, if any, thereon shall be disregarded and there shall be deducted from the basis of VAICO for its Partnership interest (if otherwise included) the unpaid principal balance of the $4 Million Note as of the date preceding the date of any payment of the $4 Million Note prescribed by this paragraph (iv).

D. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to its creditors so as to enable SP Coal to minimize the normal losses attendant upon liquidation.

E. Each of the Partners shall be furnished with a statement certified by the Partnership’s then certified public accountant, setting forth the assets and liabilities of the Partnership as of the date of complete liquidation and the manner in which the assets of the Partnership are to be distributed. Upon compliance with the foregoing distribution plan (including payments over to the escrow agent if there are sufficient funds therefor), the Partnership shall be terminated, dissolved and cease to exist.

F. Except as provided in Section 4(H) of this Agreement and anything else in this Agreement to the contrary notwithstanding, neither Partner shall be individually liable for the return of the capital contribution of the other, or any portion thereof, it being expressly understood that any such return shall be made solely from the assets of the Partnership to the extent available; nor shall any Partner be required to pay to the Partnership or to the other Partner any deficit reflected in the former Partner’s capital account upon dissolution or otherwise.

16. RELATIONS BETWEEN PARTIES. Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner to conduct any other business or activity whatsoever, including without limitation the acquisition, development, leasing, sale,

- 31 -

operation and management of coal properties, and the mining, preparation, storage, transportation, delivery and sale of coal, without any accountability to the Partnership or to any other Partner, even if such business or activity competes with the business of the Partnership. Except as otherwise expressly and specifically provided in this Agreement, no Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, the other Partner. The creation of the Partnership shall not convey to either Partner, by operation of law or otherwise, any interest in, right to, or ownership of any asset or property of the other. Neither Partner shall be or became responsible for any of the debts, obligations or liabilities of the other, and neither Partner shall be constituted the agent or attorney-in-fact of the other. Any transaction unrelated to the purposes of the Partnership engaged in by either Partner shall be solely the liability and the responsibility of such Partner, which shall not be authorized to bind the other Partner as agent or otherwise with respect to such transaction.

17. RESUMPTION OF OPERATIONS.

As of the date of this Amended Partnership Agreement, mining operations with respect to the Current Tracts have been temporarily suspended. Should SP Coal determine that the Partnership should resume mining operations anywhere on the Current Tracts (the “Proposed Resumption”), it will provide written notice to VAICO, including the tentative plans concerning the Proposed Resumption, not less than 120 days prior to the date on which the Proposed Resumption of operations would occur. Should VAICO elect to participate in the Proposed Resumption, it shall provide to SP Coal written confirmation of its intention to do so prior to the end of the 120 day period provided above, in which case all provisions of the Amended and Restated Operating Agreement and this Amended Partnership Agreement shall apply. Should VAICO decline to participate in the Proposed Resumption, SP Coal shall, in its sole discretion,

- 32 -

have the right to either terminate the Partnership in accordance with the termination procedures provided herein or continue to temporarily suspend mining operations with respect to the Current Tracts; but in no event shall the Partnership implement a Proposed Resumption without the unanimous consent of the Partners.

18. CONFIDENTIALITY. Each Partner shall retain all information obtained hereunder in strict confidence and not use it, or disclose it to any third parties, except for any information which (a) is at the time of disclosure to such Partner known to the public or thereafter becomes so known, through no violation by such Partner of this Agreement; (b) such Partner can demonstrate was in its possession prior to disclosure hereunder, or under any prior agreements or negotiations between the parties hereto; or (c) is required by law to be so disclosed. Notwithstanding the foregoing, either Partner may communicate information to its officers, employees, affiliates, bona fide prospective purchasers of its Partnership interest permitted hereby, attorneys, consultants and other representatives to the extent necessary to evaluate the information received, provided each of them agrees to be bound with respect thereto in the same manner as such Partner.

19. MISCELLANEOUS.

A. Any notice expressly provided for under this Agreement shall be in writing, shall be given either manually or by mail, telegram, radiogram or cable, and shall be deemed sufficiently given if and when received by the party to be notified at its address set forth below, or if and when mailed by registered or certified mail, postage prepaid, addressed to such party at such address. Any party and any representative designated below may, by notice to the other party in the manner provided for herein, change its address for receiving such notices. All notices on behalf of any party hereto shall be signed by a corporate officer of such party.

- 33 -

Address for notices to SP Coal:

Shannon-Pocahontas Coal Corporation

Fourth and Main Streets

Richmond, Virginia 23219

Attention:         Mr. E. Morgan Massey;

Address for notices to VAICO:

VAICO, INC.

60 East 42nd Street

New York, New York 10017

Attention:         Mr. Hans H. Schumacher;

or, in the case of notices or communications to any party, to such other address as it shall have designated by written notice to the other.

B. This Amended Partnership Agreement shall be binding upon and shall inure to the benefit of the Partners and their respective successors, but may not be assigned by either of them without the written consent of the other. Notwithstanding the foregoing, either Partner may assign all or any part of its benefits hereunder without such consent to any wholly owned subsidiary of the assignor or to any corporation, partnership or limited liability company of which the assignor is a wholly owned subsidiary, or to any wholly owned subsidiary of any such subsidiary or parent corporation, partnership or limited liability company, if the assignee expressly assumes all of the obligations of the assignor hereunder with respect to the interest so assigned, in a writing delivered to the other party hereto, and if the assignor executes such writing and agrees therein to remain primarily liable to the other party hereto for the performance by the assignee of its obligations hereunder notwithstanding such assignment. Except as set forth in the preceding sentences, nothing in this Amended Partnership Agreement, express or

- 34 -

implied, is intended to confer upon any person other than the parties hereto and such successors and assigns any rights, remedies or obligations under or by reason of this Agreement.

C. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may not be changed or modified orally but only by an instrument in writing signed by the parties, which states that it is an amendment to this Agreement. Headings shall have no effect in the interpretation of this Agreement.

D. This Agreement may be executed in one or more counterparts, all of which shall constitute one and the same instrument.

E. This Agreement shall be construed, performed and enforced in accordance with the laws of the state of West Virginia.

IN WITNESS WHEREOF, the parties have caused this Amended Partnership Agreement to be executed by their respective officers thereunto duly authorized, as of the date and year first written above.

- 35 -

SHANNON- POCAHONTAS COAL CORPORATION
By:	/s/ John R. Harsanyi
	President
	Title
VAICO, INC.
By	/s/ Hans H. Schumacher
	President
	Title

- 36 -

EX-3.221

EXHIBIT 3.221

AGREEMENT

(M&B COAL COMPANY)

THIS IS AN AGREEMENT (“Agreement”) made as of August 1, 1977 by and between WYOMAC COAL COMPANY, INC., a West Virginia corporation (“Wyomac”), and TOWN CREEK COAL CO., a West Virginia corporation (“Town Creek”). (Wyomac and Town Creek are sometimes referred to collectively as the “Partners” or individually as a “Partner”).

* * * * *

INTENDING TO BE LEGALLY BOUND hereby, the Partners agree as follows:

1. Formation, Name and Purpose of Partnership. The Partners hereby associate themselves together to form a partnership (the “Partnership”) under and subject to the Uniform Partnership Act of the State of West Virginia and in accordance with the provisions of this Agreement. The name of the Partnership shall be M&B Coal Company (“M&B”). M&B’s principal place of business shall be at Premier, West Virginia. M&B’s purpose shall be to engage in the business of mining (by deep, strip and auger mining methods), preparing and selling coal (and all activities incidental and reasonably related thereto) to be leased to M&B by Berwind Land Company under the Agreement of Lease (“Lease”) already executed by Berwind Land Company, a copy of which is attached hereto as Exhibit A. Both Partners shall execute the Lease immediately upon execution of this Agreement.

2. Management of Partnership. Each Partner shall have an equal voice in the management of M&B’s business, and to facilitate the orderly conduct of such business, the following is hereby agreed:

(a) Each Partner shall appoint one or more representatives to serve on the Partnership’s Policy Committee which shall have as its function the general overall establishment of policies and procedures to be followed by M&B in its operations including, but not limited to, its capitalization and other financing, incurring of debt, approval of budgets, leasing of additional coal and general overall long and short range planning necessary or desirable to accomplish M&B’s objectives and purposes. Irrespective of the number of representatives either Partner may choose to have on the Policy Committee, each Partner shall have only one vote on any matter placed before the Committee. The Policy Committee’s decisions shall be determined by mutual consent of the Partners. The Policy Committee shall meet monthly unless otherwise agreed.

(b) Within the limits and subject to the policies and procedures determined from time-to-time by the Policy Committee:

(i) the day-to-day operations of the Partnership’s business shall be supervised

and carried on by Wyomac pursuant to the terms and conditions set forth in the Management Agreement (“Management Agreement”) already executed by Wyomac, a copy of which is attached hereto as Exhibit B. Both Partners shall execute the Management Agreement immediately upon execution of this Agreement; and,

(ii) the coal mined under the Lease shall be prepared and sold by A. T. Massey Coal Company, Inc., acting as agent for the Partnership and pursuant to the terms and conditions set forth in the Coal Preparation and Sales Agreement already executed by A. T. Massey Coal Company, Inc., a copy of which is attached hereto as Exhibit C. Both Partners shall execute that Agreement immediately upon execution of this Agreement.

3. Finances

(a) Capital. M&B’s initial capital (including working capital) requirements are estimated at $2,305,000, of which 50% shall be contributed by Wyomac and 50% by Town Creek in the forms and at the times decided upon by the Policy Committee. Any additional capital requirements shall be supplied by the Partners only at such times and in such amounts as determined by the Policy Committee. No interest shall be paid upon capital contributions. Neither Partner shall be entitled to the return of any capital contribution except by operation of law or as directed by the Policy Committee.

(b) Income Distributions. The net income (or losses) of the Partnership shall be allocated to the Partners on a 50/50 basis, and, to the extent that funds are available, the net income shall be distributed on a current basis unless the Policy Committee decides otherwise; provided, however, that no net income earned during the first six months of the Partnership shall be distributed until after the expiration of such period.

(c) Books and Records. The Partnership shall maintain its books and records at its principal place of business, and representatives of either Partner shall have the right to examine, inspect and copy such books at all reasonable times. The books shall be closed and balanced at the end of each calendar year and an examination and audit by a Certified Public Accountant shall be made as of the closing date. The Certified Public Accountant’s audit report shall be sent to each Partner.

(d) Banking. All funds of the Partnership shall be deposited in its name in such checking account or accounts as shall be designated by the Policy Committee, all withdrawals therefrom to be made upon checks signed as determined by the Policy Committee.

4. Termination of Partnership. The Partnership shall be terminated, dissolved and liquidated as of August 1, 2007 or upon the earlier happening of any of the following:

(a) Termination of the Lease;

- 2 -

(b) Operation of law or decree of court;

(c) Mutual consent of the Partners;

(d) Filing of a petition in voluntary bankruptcy or the adjudication of bankruptcy by or of either Partner.

5. Communications. All notices, statements and other communications hereunder shall be in writing and mailed first-class registered mail, return receipt requested, or hand delivered to the addressee as follows:

To Town Creek:

c/o David T. Stemple

1150 One Valley Square

Charleston, West Virginia 25301

To Wyomac:

c/o James L. Joyce

Premier, West Virginia 24878

6. Wyomac’s Other Activities. Town Creek recognizes that Wyomac is engaged in the operation and management of coal properties generally, and Town Creek has no objection to Wyomac entering into other partnerships with third parties in connection with those activities; provided, however, that Wyomac hereby agrees to indemnify M&B and Town Creek, and to hold M&B and Town Creek harmless from any and all obligations or liabilities, financial or other, which may be asserted against or imposed upon M&B or Town Creek resulting from or caused by such Wyomac partnerships or any other relationships which Wyomac may have with third parties.

7. Miscellaneous. This Agreement:

(a) May not be amended without the written and mutual consent of the Partners;

(b) Shall be governed by and construed in accordance with the laws of the State of West Virginia;

(c) Is executed in two counterparts, each of which shall be deemed a duplicate original;

(d) Shall bind and inure to the benefit of the successors and assigns of the parties; and,

(e) Supersedes all prior Agreements between the parties relating to the subject matter contained herein.

- 3 -

EXECUTED as of the date set forth above.

WYOMAC COAL COMPANY, INC.
By:	/s/ James L. Joyce
	President
TOWN CREEK COAL CO.
By:	/s/ R.D. Rivers
	Vice President

- 4 -

EX-23.1

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 26, 2003, in the Registration Statement (Form S-4) and related Prospectus of Massey Energy Company for the registration of up to $360 million of 6.625% Senior Notes due 2010.

We also consent to the incorporation by reference therein of our report dated March 26, 2003, with respect to the consolidated financial statements and schedules of Massey Energy Company included in its Annual Report (Form 10-K), as amended, for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Richmond, Virginia

February 6, 2004