S-1

As filed with the Securities and Exchange Commission on August 5, 2002

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Horizon NR, LLC and
Horizon Finance Corp.
(Exact Name of Registrant as Specified in its Charter)

Delaware
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 1222
1222
(Primary Standard Industrial
Classification Code Number) 61-1325837
35-1870468
(I.R.S. Employer
Identification Number)

2000 Ashland Drive
Ashland, Kentucky 41101
(606) 920-7400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Michael F. Nemser, Chief Financial Officer
Horizon Natural Resources Company
2000 Ashland Drive
Ashland, Kentucky 41101
(606) 920-7400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Jeffrey L. Hallos, Esq.
Frost Brown Todd, LLC
250 West Main Street, Suite 2700
Lexington, Kentucky 40507
(859) 231-0000 Jeffrey S. Lowenthal, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400

          Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

          If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
           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. |_|
           If this form is a post-effective amendment filed pursuant to Rule 462(c) 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. |_|
           If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. |_|
           If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. |_|

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities
to be Registered
Amount to be
Registered Proposed Maximum
Aggregate
Offering Price Per Note Proposed Maximum
Aggregate
Offering Price (1)
Amount of
Registration Fee

11.75% Senior Secured Notes due 2009
$450,000,000
100%
$450,000,000
$41,400.00

Guarantees of 11.75% Senior Secured Notes due 2009 (2)

$450,000,000

100%

$450,000,000

$0.00 (3)

(1)
(2)
(3) Estimated solely for the purpose of calculating the registration fee.
See inside facing page for table of additional Registration guarantors.
Pursuant to Rule 457(n), no separate filing fee is required for the guarantees.

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

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of
Registrant Guarantor State or Other
Jurisdiction of
Incorporation
or Organization IRS Employer
Identification
Number Address, including zip code
and telephone number of
Registrant Guarantor's
Principal Executive Offices

17 West Mining, Inc. Delaware 73-0961272 2000 Ashland Drive
Ashland, Kentucky 41101

Aceco, Inc. Kentucky 61-0855680 2000 Ashland Drive
Ashland, Kentucky 41101

Addington Mining, Inc. Kentucky 61-0855680 2000 Ashland Drive
Ashland, Kentucky 41101

Americoal Development Company Delaware 37-1302915 2000 Ashland Drive
Ashland, Kentucky 41101

Appalachian Realty Company Kentucky 36-3336051 2000 Ashland Drive
Ashland, Kentucky 41101

Ayrshire Land Company Delaware 06-1208946 2000 Ashland Drive
Ashland, Kentucky 41101

Bassco Valley, LLC Delaware 61-1311982 2000 Ashland Drive
Ashland, Kentucky 41101

Beech Coal Company Delaware 06-1187153 2000 Ashland Drive
Ashland, Kentucky 41101

Bentley Coal Company New York 61-1128414 2000 Ashland Drive
Ashland, Kentucky 41101

Bluegrass Coal Development Company Delaware 76-0078312 2000 Ashland Drive
Ashland, Kentucky 41101

Bowie Resources Limited Colorado 84-1287719 2000 Ashland Drive
Ashland, Kentucky 41101

Cannelton, Inc. Delaware 55-0711787 2000 Ashland Drive
Ashland, Kentucky 41101

Cannelton Industries, Inc. West Virginia 55-0136145 2000 Ashland Drive
Ashland, Kentucky 41101

Cannelton Land Company Delaware 55-0715858 2000 Ashland Drive
Ashland, Kentucky 41101

Cannelton Sales Company Delaware 55-0677801 2000 Ashland Drive
Ashland, Kentucky 41101

CC Coal Company Kentucky 61-7329892 2000 Ashland Drive
Ashland, Kentucky 41101

Coal Ventures Holding Company, Inc. Delaware 61-1328606 2000 Ashland Drive
Ashland, Kentucky 41101

Dunn Coal & Dock Company West Virginia 55-0677800 2000 Ashland Drive
Ashland, Kentucky 41101

East Kentucky Energy Corporation Kentucky 54-0971896 2000 Ashland Drive
Ashland, Kentucky 41101

Employee Benefits Management, Inc. Delaware 36-4168193 2000 Ashland Drive
Ashland, Kentucky 41101

Employee Claims Administration, LLC Georgia 65-0799584 2000 Ashland Drive
Ashland, Kentucky 41101

EnerZ Corporation Delaware 37-1362012 2000 Ashland Drive
Ashland, Kentucky 41101

Evergreen Mining Company West Virginia 54-1206519 2000 Ashland Drive
Ashland, Kentucky 41101

Fairview Land Company Delaware 37-1267975 2000 Ashland Drive
Ashland, Kentucky 41101

Flanary Branch Coal Co. Inc. Kentucky 30-0036656 2000 Ashland Drive
Ashland, Kentucky 41101

Franklin Coal Sales Company Delaware 13-3121923 2000 Ashland Drive
Ashland, Kentucky 41101

G.E.C., Inc. Kentucky 30-0036660 2000 Ashland Drive
Ashland, Kentucky 41101

Grassy Cove Coal Mining Company Delaware 51-0274983 2000 Ashland Drive
Ashland, Kentucky 41101

Hayman Holdings, Inc. Kentucky 61-1313636 2000 Ashland Drive
Ashland, Kentucky 41101

Heritage Mining Company Delaware 61-1286455 2000 Ashland Drive
Ashland, Kentucky 41101

Highland Coal, Inc. Kentucky 61-0923993 2000 Ashland Drive
Ashland, Kentucky 41101

Horizon Natural Resources Sales Company, Inc. Kentucky 61-1331912 2000 Ashland Drive
Ashland, Kentucky 41101

Horizon Natural Resources Company Delaware 61-1331911 2000 Ashland Drive
Ashland, Kentucky 41101

Horizon Natural Resources Holding Company, LLC Delaware 61-1315723 2000 Ashland Drive
Ashland, Kentucky 41101

Ikerd-Bandy Co., Inc. Kentucky 61-0505276 2000 Ashland Drive
Ashland, Kentucky 41101

Kanawha Corporation Delaware 84-1107027 2000 Ashland Drive
Ashland, Kentucky 41101

Kentucky Prince Mining Company New York 61-1128412 2000 Ashland Drive
Ashland, Kentucky 41101

Kermit Coal Company West Virginia 55-0515741 2000 Ashland Drive
Ashland, Kentucky 41101

Kindill Holding, Inc. Kentucky 31-1529620 2000 Ashland Drive
Ashland, Kentucky 41101

Kindill Mining, Inc. Indiana 35-1962074 2000 Ashland Drive
Ashland, Kentucky 41101

Leslie Resources, Inc. Kentucky 61-1013125 2000 Ashland Drive
Ashland, Kentucky 41101

Leslie Resources Management, Inc. Kentucky 61-1292388 2000 Ashland Drive
Ashland, Kentucky 41101

McCoy Coal Company Kentucky 61-0913252 2000 Ashland Drive
Ashland, Kentucky 41101

Meadowlark, Inc. Indiana 35-0782260 2000 Ashland Drive
Ashland, Kentucky 41101

Mega Minerals, Inc. West Virginia 55-0720327 2000 Ashland Drive
Ashland, Kentucky 41101

Midwest Coal Company Delaware 84-1324803 2000 Ashland Drive
Ashland, Kentucky 41101

Midwest Coal Sales Company Delaware 35-1599521 2000 Ashland Drive
Ashland, Kentucky 41101

Mid-Vol Leasing, Inc. West Virginia 55-0691054 2000 Ashland Drive
Ashland, Kentucky 41101

Mining Technologies, Inc. Kentucky 61-1319730 2000 Ashland Drive
Ashland, Kentucky 41101

Mountain-Clay, Incorporated
(d/b/a Mountain Clay, Inc.) Kentucky 61-0621350 2000 Ashland Drive
Ashland, Kentucky 41101

Mountaineer Coal Development Company West Virginia 54-0989613 2000 Ashland Drive
Ashland, Kentucky 41101

Mountain Coals Corporation Delaware 63-0725639 2000 Ashland Drive
Ashland, Kentucky 41101

Old Ben Coal Company Delaware 34-1291413 2000 Ashland Drive
Ashland, Kentucky 41101

Phoenix Land Company Delaware 37-1302916 2000 Ashland Drive
Ashland, Kentucky 41101

Premium Processing, Inc. West Virginia 55-0750451 2000 Ashland Drive
Ashland, Kentucky 41101

Princess Beverly Coal Company West Virginia 55-0581252 2000 Ashland Drive
Ashland, Kentucky 41101

Princess Beverly Coal Holding Company, Inc. Kentucky 61-1342905 2000 Ashland Drive
Ashland, Kentucky 41101

Pro-Land, Inc. (d/b/a Kem Coal Company) Kentucky 61-0727363 2000 Ashland Drive
Ashland, Kentucky 41101

Red Ridge Mining, Inc. Kentucky 61-1055408 2000 Ashland Drive
Ashland, Kentucky 41101

River Coal Company, Inc. Kentucky 61-0567214 2000 Ashland Drive
Ashland, Kentucky 41101

Roaring Creek Coal Company Delaware 35-1597000 2000 Ashland Drive
Ashland, Kentucky 41101

RP Terminal, LLC. Kentucky 61-1348406 2000 Ashland Drive
Ashland, Kentucky 41101

Shipyard River Coal Terminal Company South Carolina 54-1156890 2000 Ashland Drive
Ashland, Kentucky 41101

Skyline Coal Company New York 61-1128411 2000 Ashland Drive
Ashland, Kentucky 41101

Straight Creek Coal Resources Company Kentucky 36-3317309 2000 Ashland Drive
Ashland, Kentucky 41101

Sunny Ridge Enterprises, Inc. Kentucky 61-1305810 2000 Ashland Drive
Ashland, Kentucky 41101

Sunny Ridge Mining Company, Inc. Kentucky 61-0934881 2000 Ashland Drive
Ashland, Kentucky 41101

Tennessee Mining, Inc. Kentucky 62-1640672 2000 Ashland Drive
Ashland, Kentucky 41101

Turris Coal Company Delaware 74-2121674 2000 Ashland Drive
Ashland, Kentucky 41101

West Virginia-Indiana Coal Holding Company, Inc. Delaware 61-1328604 2000 Ashland Drive
Ashland, Kentucky 41101

Wyoming Coal Technology, Inc. Wyoming 61-1336980 2000 Ashland Drive
Ashland, Kentucky 41101

Zeigler Coal Holding Company Delaware 36-3344449 2000 Ashland Drive
Ashland, Kentucky 41101

Zeigler Environmental Services
Company Delaware 36-4143610 2000 Ashland Drive
Ashland, Kentucky 41101

Subject to Completion, Dated August 5, 2002

PROSPECTUS

[HORIZON LOGO]

$450,000,000

HORIZON NR, LLC and
HORIZON FINANCE CORP.

wholly owned subsidiaries of
Horizon Natural Resources Company

11.75% Senior Secured Notes due 2009

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

           This prospectus relates to the offer and sale from time to time by each of the selling securityholders identified in this prospectus of up to $450,000,000 aggregate principal amount of the 11.75% Senior Secured Notes due 2009 issued by Horizon NR, LLC and Horizon Finance Corp., wholly owned subsidiaries of Horizon Natural Resources Company. We will not receive any of the proceeds from the sale of our senior secured notes by the selling securityholders.

           Our senior secured notes are being registered to permit the selling securityholders to sell the securities from time to time to the public. The selling securityholders may sell the senior secured notes through ordinary brokerage transactions or through any other means described in the section entitled "Plan of Distribution." We do not know when or in what amounts a selling securityholder may offer securities for sale. The selling securityholders may sell any, all or none of the senior secured notes offered by this prospectus.

Terms of Offering

• The senior secured notes were issued on May 9, 2002, in an aggregate principal amount of $450 million. • The senior secured notes mature on May 8, 2009

• Interest on the senior secured notes is payable semi-annually on each May 15 and November 15, commencing November 15, 2002. • On or after May 8, 2003, we may redeem all or a part of our senior secured notes upon not less than 30 nor more than 60 days' notice, at 100% of the principal amount outstanding, plus accrued and unpaid interest, plus a redemption premium, as described in this prospectus.

• We are not required to make regularly scheduled mandatory redemption or sinking fund payments with respect to the senior secured notes. • The senior secured notes rank on an equal basis in right of payment with all of our existing and future senior obligations.

• At any time before May 8, 2003, we may, at our option, on any one or more occasions redeem all or any portion of the outstanding aggregate principal amount of senior secured notes at 100% of the aggregate principal amount, plus accrued and unpaid interest on the senior secured notes redeemed. • Our obligations under the senior secured notes are secured by a third priority lien in substantially all of the assets of our parent, Horizon Natural Resources Company, and substantially all of its subsidiaries.

           We do not intend to list the senior secured notes on any securities exchange. The senior secured notes currently are traded over-the-counter. We cannot assure you that an active trading market for the senior secured notes will develop.

           Concurrent with this offering of senior secured notes, certain of our parent's stockholders are offering up to 7,821,893 shares of its common stock. Additionally, our parent is registering 400,000 shares of its common stock that may be issued to its employees under its stock grant program. The shares issuable under the stock grant program and the selling stockholders' common stock will be offered pursuant to separate prospectuses. None of the offerings is contingent upon any other.

           Investing in our senior secured notes involves a high degree of risk. See "Risk Factors" beginning on page [__] to read about factors you should consider before buying the senior secured notes.

           Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated ________________, 2002.

PROSPECTUS SUMMARY

           You should read the following summary together with the more detailed information regarding our company and the senior secured notes being sold in this offering and our consolidated financial statements and notes thereto appearing elsewhere in this prospectus.

           As used in this prospectus, except as the context otherwise requires, the terms "company," "we," "our," "ours," and "us" refers to Horizon NR, LLC (formerly known as AEI Resources, Inc and, thereafter, AEI Resources, LLC). Horizon Finance Corp., our parent company, Horizon Natural Resources Company (formerly known as AEI Resources Holdings, Inc.) and its subsidiaries, collectively and individually as appropriate from the context. As used in this prospectus, the term "selling securityholder" means a beneficial owner of our senior secured notes who is registering such person's notes for sale in this offering. A "beneficial owner" is the person who holds a pecuniary interest in a security directly in its own name or indirectly through a nominee, fiduciary, custodian or similar relationship or through an affiliate. The following summary contains basic information about this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire document and the documents to which we have referred you.

The Company

           We mine and market coal. We conduct mining operations in five states at a total of 42 mines, including 27 surface mines and 15 underground mines in three regions: Central Appalachia, the Illinois Basin and the Rocky Mountains. With over 46 million tons produced in 2001 and over 41 million tons projected for production in 2002, we are the fourth-largest coal producer in the United States as measured by revenues.

           We mine primarily steam coal, and our primary customers are low-cost electric utility companies in the eastern U.S. We also sell steam coal under short-term contracts and on the spot market and supply premium-quality, mid- and low-volatility metallurgical coal to steel producers.

           Horizon NR, LLC ("Horizon NR"), a wholly owned subsidiary of Horizon Natural Resources Company ("Horizon"), was organized in 1998 to organize and run the coal mining operations Horizon has acquired since October 1, 1997. Horizon NR holds 100% of the stock of each of the five principal operating companies in Horizon's corporate structure--Horizon NR Coal Sales Company, Coal Ventures Holding Company, West Virginia-Indiana Coal Holding Company, Horizon NR Holding Company, LLC and Zeigler Coal Holding Company. Each of these five companies, in turn, holds directly or indirectly 100% of the stock of other companies in Horizon's corporate structure.

           Our business strategy involves integrating the businesses we have acquired since October 1997, acquiring complementary reserves and continuing to focus on our existing customer base. To implement this strategy, we will seek to improve safety performance, increase profitability, and reduce debt by:

• continuing to optimize our portfolio of mining assets;

• continuing to use low-cost mining methods;

• focusing on key electric utility customers; and

• reducing mining and administrative costs while establishing a new post-restructuring culture.

           Our principal executive offices are located at 2000 Ashland Drive, Ashland, Kentucky 41101 and our telephone number is (606) 920-7400.

Recent Reorganization

           On May 9, 2002, we emerged from bankruptcy proceedings under our Joint Plan of Reorganization. On that date, we:

• distributed approximately $49 million in cash to our senior bank creditors arising from our Second Amended and Restated Credit Agreement dated as of June 15, 2000, as amended;

• issued $475 million principal amount of floating rate senior secured term notes due 2008 in partial exchange of our senior bank claims;

• issued $450 million principal amount of 11.75% senior secured notes due 2009 in partial exchange of our senior bank claims;

• issued a total of 20,000,000 shares of new common stock, par value $.01 per share, of Horizon in exchange of our 10.5% senior notes, 6.95% industrial revenue refunding bonds, 6.90% port facility revenue refunding bonds, 4.4% adjustable rate industrial development revenue bonds, 11.5% senior subordinated notes;

• canceled Horizon's old equity securities, including common stock and common stock purchase rights;

• changed Horizon's name from AEI Resources Holdings, Inc. to Horizon Natural Resources Company; and

• elected and installed a new board of directors for Horizon.

           Subsequently, on May 23, 2002, Horizon's new board of directors appointed a new management team.

           Our plan of reorganization resulted in a reduction of approximately $597 million in principal and accrued interest on our debt obligations on a consolidated basis.

The Offering

Co-Issuers Horizon NR, LLC and Horizon Finance Corp. (collectively referred to as "HNR"), wholly owned subsidiaries of Horizon Natural Resources Company

Securities $450 million aggregate principal amount of 11.75% senior secured notes due 20091

Maturity Date

Interest and Interest Payment Dates May 8, 2009

The senior secured notes will bear interest at the rate of 11.75% per annum payable semi-annually on May 15 and November 15, commencing November 15, 2002

Use of Proceeds We will not receive any cash proceeds from the sale of the senior secured notes by the selling securityholders.

Guarantee Horizon and substantially all of its subsidiaries have guaranteed HNR's obligations under the senior secured notes. If HNR cannot make payments on the notes when they are due, each of the guarantors has the responsibility to make them instead.

Security HNR's obligations under the senior secured notes are secured by a third priority lien (subject to certain exceptions) in:

• substantially all of Horizon's and substantially all of its subsidiaries' assets, including accounts receivable, inventory, property, plant and equipment, intangibles, contract rights, other personal property and real property; and

• the capital stock (or other equity interests) of substantially all of Horizon's subsidiaries.

Optional Redemption At any time prior to May 8, 2003, HNR may, at its option, on any one or more occasions redeem all or any portion of the outstanding aggregate principal amount of senior secured notes at 100% of the aggregate principal amount plus accrued and unpaid interest on the senior secured notes redeemed. On or after May 8, 2003, HNR may redeem all or a part of our senior secured notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest (if any) to the applicable date of redemption, if redeemed during the periods beginning on May 8, 2003 of the years indicated below:

Year

2003

2004

2005

2006

2007 and thereafter Percentage

105.875%

104.40625%

102.9375%

101.46875%

100%

Mandatory Redemption HNR is not required to make regularly scheduled mandatory redemption or sinking fund payments with respect to the senior secured notes. Upon a change of control and certain asset dispositions, HNR is required to offer to purchase some or all of the senior secured notes, as more fully described in the Indenture.

Covenants The senior secured notes contain customary covenants including, without limitation, restrictions on our ability to:

• incur additional indebtedness, pay dividends and make other restricted payments and investments;

• make acquisitions or dispose of assets;

• create liens;

• engage in transactions with affiliates;

• merge, consolidate or transfer substantially all of our assets; and

• make capital expenditures.

Events of Default The senior secured notes contain customary events of default including, without limitation:

• the non-payment of principal, interest, fees or other amounts when due under the senior secured notes (subject to grace periods in certain cases);

• cross defaults to other significant indebtedness or agreements;

• events of bankruptcy and insolvency;

• judgment defaults; and

• failure of any guaranty or security agreement supporting the senior secured notes to be in full force and effect.

Change of Control It will be a change of control under the senior secured notes if any person (other than any stockholder and the affiliates of such stockholder who collectively own more than 10% of Horizon's outstanding capital interests as of May 9, 2002), either individually or acting in concert with other persons, acquires beneficial ownership, directly or indirectly, of Horizon's capital interests (or equity interests convertible into Horizon's capital interests) representing 33% or more of the combined voting power of all of Horizon's capital interests entitled to vote in the election of Horizon's board of directors (other than any of Horizon's capital interests having such power only by reason of the happening of a contingency). The terms "beneficially own" and "beneficial ownership" have the meanings given in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act").

In the event of a change of control, Horizon NR will:

• within 60 days after the occurrence of such change of control, notify each holder of senior secured notes in writing of the occurrence of and the circumstances and relevant facts regarding such change of control, and

• make an offer to purchase the senior secured notes for cash at a purchase price equal to 101% of the aggregate principal amount of the senior secured notes or portions of the notes validly tendered for payment, plus accrued and unpaid interest thereon, to the date of purchase on or before the date specified in such notice, which date can be no earlier than 30 days nor later than 60 days from the date such notice is mailed.

Risk Factors

           We urge you to carefully read the Risk Factors beginning on page [__] for a discussion of factors you should consider before purchasing any of our senior secured notes.

Market Share Data

           Except as otherwise indicated, the market share data included in this prospectus are based upon estimates by our management, using third-party sources where available. While we believe that these estimates are reasonable, they have not been independently verified. Accordingly, we cannot assure you that the market share data are accurate in all material respects.

Coal Reserve Data

           The estimates of our proven and probable reserves described in this prospectus are based on the reports of the engineering firms listed in the "Experts" section of this prospectus. While we believe that these estimates are reasonable, we cannot assure you that the coal reserve data shown in this prospectus are accurate in all material respects.

Trademarks and Tradenames

           Addcar™ is a trademark that is federally registered in the United States pursuant to applicable intellectual property laws and is the property of Mining Technologies, Inc., an indirect subsidiary of Horizon NR, LLC.

Summary Historical Financial Data

           We have summarized below consolidated financial data derived from Horizon's annual financial statements as of December 31, 1999, 2000 and 2001, which have been audited by Arthur Andersen LLP, independent public accountants, and are included in this prospectus.

           The information below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages [__] through [__] and the historical financial statements and related notes beginning on page F-1 of this prospectus.

Horizon Natural Resources Company
(formerly known as AEI Resources Holding, Inc.)
(including its predecessors)

(in millions, except per ton data)

                                                               For the Fiscal Year Ended December 31,
                                                              1999            2000          2001

Operating Data:
Net sales............................................       $   1,330.8   $   1,338.6   $  1,412.5
Gross profit.........................................             289.9         215.4        266.1
Selling, general and administrative costs............              48.9          41.7         41.4
Operating Income (loss)..............................             (55.0)        (91.5)       (55.8)
Income (loss) before extraordinary item..............            (199.4)       (196.7)      (226.1)
Net income (loss)....................................            (199.4)       (196.7)      (226.1)
Adjusted EBITDA......................................             238.7         184.0        249.9

Balance sheet data:
Net working capital..................................       $     (68.5)  $  (1,389.7)  $ (1,514.0)
Total assets.........................................           2,391.6       2,203.2      2,060.2
Total debt...........................................           1,304.7       1,350.9      1,334.9
Liabilities subject to compromise....................               -             -            -
Stockholders' equity (Deficit).......................            (291.8)       (488.6)      (737.0)

Other Data:
Cash flows from operating activities.................       $      71.4   $      42.5   $    162.7
Cash flows from investing activities.................            (140.8)        (42.8)      (125.8)
Cash flows from financing activities.................              47.8          34.1        (29.4)
Capital expenditures.................................              93.6          69.9          85.0
Depreciation and amortization........................             208.3         253.5         266.6
Ratio of adjusted EBITDA to interest expense.........               1.7           1.1           1.3

RISK FACTORS

           You should carefully consider the risks described below, as well as the other information set forth elsewhere in this prospectus, before buying shares in this offering. The risks described in this section are the ones we consider to be material to your decision whether to invest in our senior secured notes at this time. If any of the following risks occur, our business, financial condition or results of operations could be materially harmed. In that case, the trading price of our senior secured notes could decline, and you could lose all or part of your investment.

Risks Related to Our Indebtedness

We are substantially leveraged, which could result in the need for refinancing or new capital.

           We have:

• entered into a secured credit facility consisting of a $250 million revolving credit facility, under which revolving loans may be made and letters of credit may be issued up to a sublimit of $200 million for such letters of credit,

• issued 11.75% senior secured notes in the aggregate principal amount of $450 million, and

• issued floating rate senior secured term notes in the aggregate principal amount of $475 million.

Additionally, on May 7, 2002, Horizon NR issued an amended and restated promissory note to National City Bank in the principal amount of $8.13 million.

           We are highly leveraged and have significant outstanding indebtedness and debt service requirements, both in absolute terms and in relation to stockholders' equity. At December 31, 2001, we had a total outstanding indebtedness of approximately $1.3 billion, and a stockholders' deficit of approximately $713.2 million. See "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business--General". After giving effect to our reorganization, at December 31, 2001, our pro forma aggregate indebtedness totaled approximately $988.0 million and stockholders' equity approximately $450.0 million.

           Our ability to make payments on and to refinance our indebtedness, including the senior secured notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. Our ability to generate cash in the future will be subject to general economic, financial, competitive, legislative, regulatory, weather-related and other factors beyond our control. After debt service and capital expenditures, we were not able to generate positive net cash flow from operations for our fiscal years 1997 through 2000. We generated positive cash flow after capital expenditures in fiscal year 2001 because we did not pay interest payable on our debt during 2001.

           There can be no assurance that our business will generate sufficient cash flows from operations or that we will have future borrowings available under our credit facility in amounts sufficient to enable us to pay our indebtedness, including the senior secured notes, or to fund other liquidity needs. We may need to raise additional funds through the sale of additional equity securities, the refinancing of all or part of our indebtedness, including the senior secured notes, on or before maturity, or the sale of assets. Each of these alternatives is dependent upon financial, business and other general economic factors affecting our business, many of which are beyond our control, and we can make no assurances that any such alternatives would be available to us, if at all, on satisfactory terms. While we believe that consolidated cash flow generated by our operations will provide adequate sources of long-term liquidity, a significant drop in operating cash flow resulting from economic conditions, competition or other uncertainties beyond our control could increase the need for refinancing or new capital. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources."

As a result of our high leverage, we are subject to operating and financial restrictions that could adversely impact our activities and operations.

           Our leveraged position may limit our ability to obtain additional financing in the future on terms and subject to conditions deemed acceptable by our management, and the agreements governing our debt impose significant operating and financial restrictions on us. The most significant restrictions relate to our debt incurrence, investments, sales of assets and cash distributions. The failure to comply with any of these restrictions could result in an event of default under the various operative documents. See "Description of Senior Secured Notes" and "Description of Other Indebtedness--Credit Agreement" and "--Floating Rate Senior Secured Term Notes due 2008."

           As a result, our leveraged position could have important consequences to our stockholders. For example, it could:

• increase our vulnerability to general adverse economic and industry conditions;

• subject us to covenants that limit our ability to fund future working capital, capital expenditures, research and development costs and other general corporate requirements;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

• limit our ability to obtain additional financing to fund future acquisitions of coal producers or coal reserves;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• impede our ability to obtain the necessary bonds to operate our business in compliance with the numerous laws and regulations to which we are subject;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds, among other things, under the financial and other restrictive covenants in our indebtedness.

           See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources" and Notes 2 and 8 to our consolidated financial statements appearing elsewhere in this prospectus.

Claims of holders of the senior secured notes will be effectively subordinated to claims of holders of our secured indebtedness arising under our credit facility and Term Note Purchase Agreement.

           The senior secured notes, credit facility and senior secured term notes due 2008 are all secured by liens on substantially all of the present and future assets and properties of HNR, Horizon, and substantially all of its subsidiaries. Although the senior secured notes rank on an equal basis with our other senior indebtedness, an Intercreditor Agreement provides that in the event of any distribution or payment of our assets in any bankruptcy, liquidation or distribution or similar proceeding, holders of our other senior secured indebtedness will be paid before obligations due on the senior secured notes. If any of these events occur, we cannot assure you that there would be sufficient assets to pay amounts due on the senior secured notes. As a result, holders of the senior secured notes may receive less, ratably, than holders of our other senior secured indebtedness.

We may not have sufficient funds, or the ability to raise the funds necessary to finance the change of control offer required by the indenture.

           If certain specific kinds of change of control events occur, we will be required to offer to repurchase all outstanding senior secured notes. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of senior secured notes or that restrictions in our credit facility will not allow those repurchases. See "Description of Senior Secured Notes--Change of Control."

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

           Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

• was insolvent or rendered insolvent by reason of such incurrence; or

• was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

           In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

           The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets, or

• if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or

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

           On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these senior secured notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

There may be insufficient security for the senior secured notes.

           Under the Indenture that governs the senior secured notes, the proceeds of any sale of the collateral following an event of default may not be sufficient to repay the senior secured notes in full. The senior secured notes will be secured with a lien on the collateral, which will consist of substantially all of the assets of HNR, Horizon and substantially all of its subsidiaries. The collateral will include any after-acquired assets to the extent that such assets are acquired by us without financing secured by such assets. The indenture permits the collateral to be subject to certain permitted liens, including our obligations arising from our credit facility and the term note purchase agreement.

           Although the collateral consists of substantially all of the assets of HNR, Horizon and substantially all of its subsidiaries, approximately 50% of our assets (on a pro forma basis) consist of reorganization value in excess of identifiable assets, using the principles of "fresh start" reporting required following the our reorganization and other intangibles. Excluding working capital collateral, the tangible assets comprising the collateral, which, as of March 31, 2002, had a book value of approximately $238.1 million, consist primarily of processing equipment, mining equipment and office furniture. As of March 31, 2002, we owned real property with a value of $83.1 million and coal reserves with a book value of $432 million. All of the intellectual property owned by us, our parent and its subsidiaries are part of the collateral.

           If a bankruptcy proceeding were to be commenced by or against us and the bankruptcy court were to conclude that the notes were inadequately secured, the holders of the senior secured notes would have only an unsecured deficiency claim to the extent of such inadequacy and would not be entitled to post-petition interest. Any deficiency claim (whether or not in a bankruptcy proceeding involving us) of the holders of the senior secured notes would rank equitably and without preference with any deficiency claims of our general unsecured creditors. In addition, the ability of the holders of the senior secured notes to sell the collateral may be limited if we become involved in a bankruptcy proceeding. See "Description of Senior Secured Notes--Certain Bankruptcy Limitations" and "--Security and Collateral."

We cannot assure you that we can comply with our covenants.

           The terms and conditions of the Indenture and the instruments applicable to our other senior secured indebtedness impose restrictions that limit, among other things, our ability to:

• incur additional indebtedness;

• create liens on assets;

• sell assets;

• engage in mergers or consolidations;

• make acquisitions and investments;

• engage in certain transactions with affiliates; and

• make dividends, payments and certain other distributions.

           Our ability to comply with the covenants will be dependent on our future financial performance, which will be subject to prevailing economic conditions and other factors, including factors beyond our control. A failure to comply with any of these covenants could result in a default under the indenture or other relevant debt agreements permitting lenders to accelerate the maturity of the indebtedness to foreclose upon the collateral securing the indebtedness and to terminate their commitments, if any, with respect to additional funding obligations under those agreements. Any such default, acceleration or failure to comply also could result in the acceleration of any other of our debt under agreements that may contain cross-default or cross-acceleration provisions. Under any of these circumstances, we can make no assurances that we would have sufficient funds or other resources to satisfy all such obligations on a timely basis.

Risks Related to Our Company

As a result of our adoption of "fresh-start" accounting, you will not be able to compare our historical financial statements disclosed in this prospectus with our future financial results.

           As a result of the consummation of our plan of reorganization and the transactions contemplated thereby, we are operating our business under a new capital structure. In addition, we became subject to the fresh-start accounting rules upon emerging from bankruptcy. Accordingly, our financial condition and results of operations disclosed in future filings with the SEC will not be comparable to the financial condition or results of operations reflected in our historical financial statements contained in this prospectus.

Our post-reorganization valuation is based on estimates of future performance. If our estimates are not accurate, the trading price or credit rating of the senior secured notes could be adversely affected.

           Our pro forma financial statements have been prepared in accordance with the requirements of AICPA Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7"). SOP 90-7 requires a determination of our reorganization value, which is the estimated fair value of the reorganized entity as a going concern at the time it emerges from bankruptcy. Our estimate of our reorganization value is based on a number of assumptions, including the assumptions upon which our estimates of future operating results are based. The valuation necessarily assumes that we will achieve the estimates of future operating results in all material respects. If these results are not achieved, the resulting values could be materially different and the trading price or credit rating of our senior secured notes could be adversely affected. See "Pro Forma Financial Data."

Our reorganization may negatively affect some of our relationships with customers, suppliers and employees.

           We cannot accurately predict or quantify the effect, if any, that our Chapter 11 case and reorganization may have upon our continued operations. Some parties may be uncomfortable doing business with a company that has recently emerged from bankruptcy relief. Our Chapter 11 case could adversely affect our relationships with our customers, suppliers and employees.

Our failure to retain members of our senior management and key personnel may adversely affect our ability to conduct our business.

           Our senior management team averages 20 years of experience in the coal industry, which includes developing innovative, low-cost mining operations, maintaining strong customer relationships and making strategic, opportunistic acquisitions. The loss of any of our senior executives could have a material adverse effect on our business. There may be a limited number of persons with the requisite experience and skills to serve in our senior management positions. We cannot assure you that we would be able to locate or employ qualified executives on acceptable terms. In addition, as our business develops and expands, we believe that our future success will depend greatly on our continued ability to attract and retain highly skilled personnel with coal industry experience. We cannot assure you that we will continue to employ key personnel or that we will be able to attract and retain qualified personnel in the future. Our failure to retain or attract key personnel could have a material adverse effect on our operations.

If we cannot extend or renew existing collective bargaining agreements, we may experience disruptions in our labor force that could harm our operations. In addition, our competitors with union-free work forces may have a competitive advantage over us.

           A significant percentage of our labor force is represented by unions, which could result in a higher risk of work stoppages and higher labor costs. At December 31, 2001, the United Mine Workers of America (the "UMW") represented approximately 35% of our workforce. Of our coal production for the year ended December 31, 2001, approximately 38% or 17.1 million tons of coal was produced at mines where the maintenance and production workforce was represented by the UMW. We operate under various collective bargaining agreements that terminate from April 2004 through January 2006. We cannot assure you that we will be able to renew or extend any of our collective bargaining agreements before they expire. Some of our competitors have less-unionized or union-free workforces. Because of the increased risk of strikes and other related work actions, and the higher labor costs that may be associated with represented operations in the coal industry, our less-unionized and union-free competitors may have a competitive advantage in areas where they compete with our unionized operations. If some or all of our current union-free operations were to become unionized, we could incur a higher risk of work stoppages and higher labor costs.

We may be unable to adequately provide funding for our post-retirement benefit and pension plan obligations if our estimates of those obligations are inaccurate.

           We provide post-retirement health and life insurance benefits to eligible union and union-free employees. As of March 31, 2002, we estimated the pro forma present value of our future post-retirement benefit obligations to be approximately $430.5 million, based on assumptions described in the notes to the financial statements included in this prospectus. If our actuarial assumptions do not materialize as expected, we could incur cash expenditures and costs materially higher than those reflected in our Unaudited Pro Forma Financial Statements.

Many of our long-term contracts allow price renegotiation or contract termination and contain other terms that may adversely affect our operations.

           A substantial portion of our coal is sold pursuant to long-term coal supply contracts that are significant to the stability and profitability of our operations. Our long-term contracts, however, contain various provisions that could reduce the prices we receive or shorten the term of the contracts, which could reduce our margins and expose us to greater market volatility. As of March 31, 2002, approximately 79% of our revenues were derived from coal sales that were made under long-term coal supply agreements. As of that date, we had 43 long-term sales contracts with a volume-weighted average term of approximately 4 years.

           Most of our recently negotiated contracts over three years in duration contain price reopeners, which usually occur midway through a contract or every one to three years, depending upon the length of the contract. Reopeners allow the contract price to be renegotiated to be in line with the market price prevailing at the time. In some circumstances, utilities customers have an option to terminate the contract if prices have increased by over 10% from the price at the commencement of the contract or if the parties do not agree on a new price. We cannot assure you that utilities will not terminate our contracts before their current terms expire or that the prices obtained for coal under those contracts will not be reduced.

           In the past several years the price of new contracts has been very competitive, with new contracts being priced at or near existing spot rates. In addition, the term of sales contracts has shortened significantly over the last two decades as competition in the coal industry has increased and, more recently, as electricity generators have prepared themselves for the Clean Air Act Amendments of 1990 and the deregulation of their industry. We believe the term of long-term sales contracts now averages one to two years. Customers generally insist on price reopeners every two or three years, providing them with the security of having coal under contract and assurance that the price will not significantly exceed the market.

           Our operating profits under supply agreements depend on a variety of factors. These include production costs, transportation costs, delivered coal qualities and quantities and various general macro-economic indices, many of which are beyond our control. Most coal supply agreements require us to deliver coal meeting quality thresholds for certain characteristics such as heat content, sulfur content, ash content, grindability and ash fusion temperature. Failure to meet these specifications could result in economic penalties, the rejection of deliveries or termination of the contracts.

           In addition, price adjustments and other provisions may increase our exposure to short-term coal price volatility and reduce our operating profit margins. If a substantial portion of our coal supply agreements were modified or terminated, we could be materially harmed to the extent that we could not find alternate buyers for our coal at the same level of profitability. Some of our coal supply agreements are for prices above current market prices. Market prices for coal have fluctuated over the previous few years. As a result, we cannot assure you that we will be able to replace existing long-term coal supply agreements at the same prices or with similar profit margins when they expire. In addition, many of our coal supply agreements permit customers to increase or decrease the tonnage required to be shipped under such agreements, and many permit customers to extend the term of the agreement beyond its initial term. If customers under lower price agreements increase tonnage by the full amount allowed under their agreements, or if they exercise their extension options, average pricing could decrease. Some of our coal supply agreements are also the subject of ongoing litigation and arbitration.

We depend heavily on a small number of large customers, the loss of any of which would adversely affect our operating results.

           For fiscal year 2001 and the first quarter of 2002, we derived 45% and 51%, respectively, of our total coal revenues from sales to our four largest customers. At March 31, 2002, we had 13 coal supply agreements with these customers that expire at various times from 2002 to 2010. We are currently discussing the extension of existing agreements or entering into new long-term agreements with some of these customers, but we cannot assure you that these negotiations will be successful or that those customers will continue to purchase coal from us without long-term coal supply agreements. If a number of these customers were to significantly reduce their purchases of coal from us, or if we could not sell coal to them on terms as favorable to us as the terms under our current agreements, our financial condition and results of operations could suffer materially.

Any disruption in our transportation services or any significant increase in transportation costs may harm our business.

           The U.S. coal industry depends on rail, trucking and barge transportation to deliver shipments of coal to customers. In particular, we depend on the CSX Corporation, the Norfolk Southern Corporation or the Union Pacific Railroad Company railroads at a significant number of our mines. Disruption of transportation services, based on weather-related events or otherwise, could temporarily impair our ability to supply coal to our customers and thus adversely affect our business and operating results. In addition, transportation costs, including fuel costs, are a significant component of the total cost of supplying coal to customers and can significantly affect a coal producer's competitive position and profitability. Certain coal supply agreements permit the customer to terminate the contract if transportation costs, which our customers typically bear, increase by an amount ranging from 10% to 20% in any given 12-month period. Increases in our transportation costs, or changes in such costs relative to transportation costs incurred by providers of competing coal or of other fuels, could have an adverse effect on our business and operating results.

Any of our patents may be challenged in the future.

           In fiscal year 2001, we received revenues of $5.2 million from licensing our proprietary technology to others. Substantially all of our intellectual property, including our Addcar(TM)highwall mining technology, is patented. These patents give us the exclusive right to use this technology in North America and to license it to others, for the life of the patent. However, we cannot guarantee the validity and enforceability of any of its patents. The validity of a patent is open to challenge on a number of grounds, including lack of novelty and the failure to adequately describe the invention in the patent claim. Our patents may be challenged in the future. Any loss of patent protection could harm our business.

A small number of stockholders owns a significant number of shares of our parent and sole equityholder, Horizon, and will exercise significant influence on Horizon after this offering, and they may pursue policies with which you disagree.

           Horizon is the sole member of Horizon NR with full power and authority to manage Horizon NR's business affairs. Horizon is also the sole stockholder of Horizon Finance. Ownership of a substantial number of shares of Horizon's common stock is concentrated among two stockholders, Appaloosa Management, L.P. and King Street Capital Management, LLC, whom we refer to collectively as the "Major stockholders." Currently, affiliates of the Major stockholders beneficially own approximately 39% of Horizon's common stock. Concurrent with this offering, we are registering the Major stockholders' shares of Horizon's common stock. We do not know how many shares of Horizon's common stock, if any, the Major stockholders will sell in the common stock offering. However, each of the Major stockholders have advised us that it currently does not intend to sell a significant number of shares in the foreseeable future. As a result, the Major stockholders may continue to have significant influence in electing Horizon's directors, appointing new management and approving any action requiring the approval of Horizon's stockholders, including any amendment to our organizational documents, mergers or sales of substantially all of our assets. This concentration of ownership also may delay, defer or even prevent a change in control of our company, and make some transactions more difficult or impossible without the support of these stockholders. Because of Horizon's control over HNR, any change in Horizon's management or business strategy will impact HNR's management and business strategy.

Risks Relating to Our Industry

Variations in the market for coal and seasonal fluctuations can harm our operating results.

           Demand for coal and the prices that we will be able to obtain for our coal are closely linked to coal consumption patterns of the domestic electric generation industry, which accounts for approximately 90% of domestic coal consumption. Any reduction in the demand for coal by the domestic electric generation industry may reduce our profitability. The coal consumption patterns of electric utilities are influenced by factors beyond our control, including government regulation, technological developments and the location, availability, quality and price of competing sources of coal, alternative fuels such as natural gas, oil, and nuclear, and alternative energy sources such as hydroelectric power. The demand for electricity also influences coal consumption patterns of electric utilities, which depends significantly upon summer and winter temperatures in the U.S. The demand for electricity last winter in our supply territories, for example, was lower than normal due to unusually moderate temperatures.

           Demand for our low-sulfur coal and the prices that we will be able to obtain for such coal will also be affected by the price and availability of high-sulfur coal, which can be marketed in tandem with emissions allowances in order to meet federal Clean Air Act requirements.

           Deregulation of the electric utility industry may cause our customers to be more price-sensitive in purchasing coal, which could cause our profitability to decline. Electric utility deregulation is expected to provide incentives to generators of electricity to minimize their fuel costs and is believed to have caused electric generators to be more aggressive in negotiating prices with coal suppliers. To the extent utility deregulation causes our customers to be more cost sensitive, deregulation may have a negative effect on our profitability.

           The availability of a ready market for our higher sulfur coal production also depends on a number of other market factors, including the demand for and supply of low-sulfur coal, and the availability of pollution credits. Any significant decline in prices for coal could have a material adverse effect on our financial condition, results of operation and quantities of reserves recoverable on an economic basis. Should the industry experience significant price declines from current levels or other adverse market conditions, we may not be able to generate sufficient cash flow from operations to meet our obligations and make planned capital expenditures.

The high level of competition in the coal industry may make it difficult for us to continue to obtain long-term sales contracts, making us vulnerable to changes in the spot market coal prices.

           We compete with other large producers and hundreds of small producers in the U.S. and abroad. The markets in which we sell coal are highly competitive and affected by factors beyond our control. Competition resulting from the excess production capacity in the U.S. encourages producers to reduce prices and to pass productivity gains through to customers. Moreover, because of greater competition in the domestic electric utility industry, which has accounted for approximately 90% of domestic coal consumption in recent years, and increased pressure from customers and regulators to lower electricity prices, public utilities are lowering fuel costs by buying higher percentages of spot coal through a competitive bidding process and by only buying the amount of coal necessary under existing contracts to meet their contractual requirements. We cannot assure you that we will continue to be able to obtain long-term sales contracts with reliable customers as existing contracts expire. If a lower percentage of our revenues is generated pursuant to long-term sales contracts, we will be increasingly affected by changes in spot market coal prices.

Estimates of proven and probable reserves may vary substantially from actual results.

           There are numerous uncertainties inherent in estimating quantities of proven and probable reserves, including many factors beyond our control. Estimates of economically proven and probable coal reserves and future net cash flows necessarily depend upon a number of variable factors and assumptions. These include historical production from the area compared with production from other producing areas, the assumed effects of regulations by governmental agencies and assumptions concerning future coal prices, future operating costs, severance and excise taxes, development costs and reclamation costs, all of which may in fact vary considerably from actual results. For these reasons, estimates of the economically recoverable quantities of coal attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of future net cash flows expected from them prepared by different engineers or by the same engineers at different times may vary substantially. Actual production, revenues and expenditures with respect to our reserves will likely vary from estimates, and such variances will likely be material. As a result, prospective holders should not place undue reliance on the coal reserve data included herein.

We may not be able to continue acquiring coal reserves that are economically recoverable.

           Our recoverable reserves decline as we produce coal. We have not yet applied for the permits required or developed the mines necessary to use all of our reserves. Furthermore, we may not be able to mine all of our reserves as profitably as we do at our current operations. Our inability to conduct successful exploration and development activities or to acquire properties containing economically recoverable reserves would adversely affect our future results. Our current strategy includes increasing our reserve base through acquisitions of leases and complementary producing properties and continuing to use our existing properties.

           We cannot assure you that our planned development and exploration projects and acquisition activities will allow us to obtain significant additional reserves or that we will have continuing success developing additional mines. Most of our mining operations are conducted on properties we own or lease. Because title to most of our leased properties and mineral rights are not thoroughly verified until a permit to mine the property is obtained, our right to mine some of our reserves may be materially harmed if defects in title or boundaries exist. In addition, in order to develop our reserves, we must procure various governmental permits. We cannot predict whether we will continue to receive the permits necessary to operate profitably in the future. We may not be able to negotiate new leases from the government or from private parties, obtain mining contracts for properties containing additional reserves, or maintain our leasehold interest in properties on which mining operations have not begun during the term of the lease. From time to time, we become involved in litigation with lessors of its coal properties and with royalty holders.

Mining operations are vulnerable to weather and other conditions beyond our control.

           Conditions beyond our control can increase the cost of mining at particular mines for varying lengths of time. These conditions include weather and natural disasters, such as heavy rains and flooding, unexpected maintenance problems, variations in coal seam thickness, variations in the amount of rock and soil overlying the coal deposit, variations in rock and other natural materials and variations in geological and other conditions.

           Coal supply agreements typically contain force majeure provisions allowing temporary suspension of performance by us or by the customer during the duration of specified events beyond the control of the affected party.

Risks Related to Government Regulation

Court rulings that restrict how we may dispose of mining wastes could significantly increase our operating costs, discourage customers from purchasing our coal, and materially harm our financial condition and operating results.

           We use mountaintop removal mining wherever possible because it allows us to recover more tons of coal per acre and facilitates the permitting of larger projects, which allows mining to continue over a longer period of time than would be the case using other mining methods. Recent federal court decisions interpreting environmental laws, which are currently subject to appeal, would restrict mining operations in several states using mountaintop removal and other mining methods that dispose of mining wastes in intermittent and perennial streams. While none of our operations or existing permits have been directly challenged in this litigation, we intervened as a defendant in the pending litigation to defend our interest in the continuation of the existing federal permitting program for the disposal of wastes from mining operations. We plan to participate in the appeal of the trial court's decision enjoining the issuance of new permits for certain types of mining waste disposal. We cannot predict the final outcome of this litigation. A judicial interpretation that limits or prohibits our use of the mining methods at issue in the litigation could significantly increase our operational costs and make it more difficult to economically recover a significant portion of our reserves. We may not be able to increase the price we charge for coal to cover higher production costs without reducing customer demand for our coal. Our inability to use the mining methods at issue in the litigation could have a material adverse effect on our financial condition and results of operation.

Legislation and regulations affecting land use and environmental issues may impose costly requirements on us and discourage purchases of coal by our customers.

           Federal, state and local authorities regulate the coal mining industry on a wide range of matters that affect our operations, including:

• limitations on land use,

• permitting and licensing requirements,

• air quality standards,

• water pollution,

• plant and wildlife protection,

• reclamation and restoration of mining properties after mining is completed,

• the discharge of materials into the environment,

• surface subsidence from underground mining, and

• the effects that mining has on groundwater quality and availability.

Regulatory requirements as to these matters could have a material adverse effect on our business, financial condition and results of operations. See "Government Regulation."

           Mining operations require numerous governmental permits and approvals. We may be required to prepare and present to federal, state or local authorities data pertaining to the impact that any proposed exploration for or production of coal may have upon the environment. It may be costly and time-consuming to comply with these requirements and may delay commencement or continuation of exploration or production operations.

           New legislation, regulations or orders may materially adversely affect our mining operations, our cost structure or our customers' ability to use coal. New legislation or administrative regulations (or judicial interpretations of existing laws and regulations), including proposals related to the protection of the environment that would further regulate and tax the coal industry, may also require us or our customers to change operations significantly or incur increased costs. Our coal supply agreements contain provisions that allow a purchaser to terminate its contract if new legislation either restricts the use or type of coal permissible at the purchaser's plant or results in specified increases in the cost of coal or its use.

           Reclamation and Mine Closure Accruals. Federal and state statutes require us to restore mine property in accordance with specific standards and an approved reclamation plan, and require that we obtain and periodically renew permits for mining operations. If we do not make adequate provisions for all expected reclamation and other costs associated with mine closures, it could harm our future operating results.

           Impact of Air Quality Regulations on Coal Consumption. The Federal Clean Air Act, including the Clean Air Act Amendments of 1990, and corresponding state laws that regulate emissions of materials into the air affect coal mining operations both directly and indirectly. Measures intended to improve air quality that reduce coal's share of the capacity for power generation could diminish our revenues and harm our business, financial condition and results of operations. We believe the price of higher sulfur coal is likely to decrease as more coal-fueled utility power plants become subject to lower sulfur dioxide emission limits, which may reduce our revenues and harm our results. State and federal regulations that impose stricter new standards for particulate matter emissions may restrict our ability to develop new mines or could require us to modify our existing operations and increase our costs of doing business. In addition, regulatory initiatives including the nitrogen oxide rules, new ozone and particulate matter standards, regional haze regulations, new source review, regulation of mercury emissions, and legislation or regulations that establish restrictions on greenhouse gas emissions or provide for other multiple pollutant reductions could make coal a less attractive fuel to our utility customers and substantially reduce our sales.

Employee safety and health requirements could increase our operating costs and harm our results.

           Mine Safety and Health. Federal and state safety and health regulation in the coal mining industry may be the most comprehensive and pervasive system for protection of employee safety and health affecting any segment of U.S. industry. It is costly and time-consuming to comply with these requirements and new regulations or orders may materially adversely affect our mining operations or cost structure, any of which could harm our future results.

           Black Lung and Worker's Compensation Obligations. Under federal law, each coal mine operator must secure payment of federal black lung benefits to claimants who are current and former employees and to a trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry before July 1973. The trust fund is funded by an excise tax on coal production. If this tax increases, or if we could no longer pass it on to the purchaser of our coal under many of our long-term sales contracts, it could increase our operating costs and harm our results. New regulations that took effect in 2001, which are subject to appeal to a federal circuit court, could significantly increase our costs with contesting and paying Black Lung claims. If new laws or regulations increase the number and award size of claims, it could substantially harm our business.

          We must compensate employees for work-related injuries. If we do not make adequate provisions for our workers' compensation liabilities, it could harm our future operating results.

Federal and state laws require us to place and maintain surety bonds in connection with reclamation, workers' compensation and other obligations. We cannot assure you that the surety bond holders will continue to renew or refrain from demanding additional collateral upon any renewal.

           Federal and state laws require bonds to secure our obligations to reclaim lands disturbed for mining, to pay federal and state workers' compensation benefits and to satisfy other miscellaneous obligations. Before March 2002, Frontier Insurance Company provided most of our bonds. Frontier began experiencing financial problems in 1999, and as a result, the states in which we operate required us to first cash collateralize, and then replace, our Frontier bonds. On February 28, 2002, we obtained new surety bonds to replace all of our Frontier bonds required to be replaced.

           As of March 31, 2002, we had outstanding surety bonds with third parties for post-mining reclamation totaling $405 million and an additional $308.5 million is in place for federal and state workers' compensation obligations and other miscellaneous obligations. These surety bonds are typically renewable on a yearly basis. We cannot assure you that the surety bond holders will continue to renew the surety bonds or refrain from demanding additional collateral upon such renewals. The failure to maintain, or the inability to acquire, sufficient surety bonds, as required by state and federal law, would have a material adverse effect on us and therefore create risks for holders of our common stock and notes. We may not be able to maintain or acquire surety bonds for a variety of reasons, including:

• lack of availability, higher expense or unreasonable terms of new surety bonds;

• restrictions on the demand for collateral by current and future third-party surety bond holders due to the terms of the indenture for these or other of our notes or our credit facility; or

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

FORWARD LOOKING STATEMENTS

           This prospectus includes "forward looking statements" including, in particular, the statements about our plans, strategies and prospects under the headings "Prospectus Summary," "Risk Factors," "Pro Forma Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Coal Industry," "Business" and "Government Regulation." These statements involve known and unknown risks and relate to future events, our future financial performance or our projected business results. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we can give no assurance that we will achieve these plans, intentions or expectations. Important factors that could cause actual results to differ materially from the forward looking statements we make in this prospectus are set forth below and elsewhere in this prospectus.

           Actual events or results may differ materially from any forward-looking statement as a result of various factors. These factors include:

• political, legal and economic conditions and developments in the United States;

• state, federal and other legislative and regulatory initiatives affecting the electric utility industry, including rate regulation, deregulation and restructuring initiatives;

• changes in the environmental and other laws and regulations to which we are subject, or the application thereof;

• the extent and timing of the entry of additional competition in our markets;

• the performance of projects undertaken;

• our ability to execute our strategy of acquiring or developing additional power generating facilities;

• our ability to obtain the significant future financing our growth strategy will likely require, whether through equity issuances or borrowings;

• fluctuations in the prices for electric products and services;

• financial market conditions, changes in commodity prices and interest rates, and weather and other natural phenomena; and

• other factors including the risks outlined under "Risk Factors."

           All forward-looking statements attributable to us, our subsidiaries or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above in "Risk Factors."

USE OF PROCEEDS

           All of the senior secured notes offered by this prospectus are being offered for sale by the selling securityholders. We will not receive any portion of the net proceeds of this offering.

OTHER OFFERINGS

           Concurrent with this offering, we are registering 400,000 shares of our common stock that may be issued to employees under our employee stock grant program and certain selling stockholders of Horizon are offering up to 7,821,893 shares of Horizon's common stock. The shares issuable under the stock grant program and the selling stockholders' common stock will be offered pursuant to separate prospectuses.

CAPITALIZATION

           The following table sets forth Horizon's consolidated capitalization as of March 31, 2002 on a historical basis and as adjusted to give effect to the transactions in connection with the consummation of the plan of reorganization on May 9, 2002 as if they occurred on March 31, 2002. The terms of our plan of reorganization are described below in the section captioned "Pro Forma Financial Data." You should read this information in conjunction with "Selected Consolidated Financial Data," "Pro Forma Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," Horizon's consolidated financial statements and the related notes and Horizon's pro forma financial statements appearing elsewhere in this prospectus.

                                                          As of March 31, 2002
                                                              (Unaudited)
                                                              As Adjusted
                                                         ----------------------

     Cash and cash equivalents:                                 $   4.9

     Short-term obligations:
        Accounts payable and accrued expenses                      65.1
        Current portion of debt and leases                         97.8

        Total short-term obligations                              162.9

     Long-term obligations:
        Capital leases and other                                    4.7
        Floating Rate Senior Secured Term Notes due 2008          455.0
        11.75% Senior Secured Notes due 2009                      450.0

        Total long-term obligations                               909.7

     Stockholders' equity:
        Common stock, $.01 par value; 30,000,000 shares             0.2
          authorized; 20,000,000 shares issued and outstanding
        Additional paid-in capital                                449.8

        Total stockholders' equity                                450.0

        Total capitalization                                   $1,527.5

SELECTED CONSOLIDATED FINANCIAL DATA

           The selected consolidated financial data below for the years ended December 31, 1997, 1998, 1999, 2000 and 2001, have been derived from Horizon's audited consolidated financial statements. Also set forth below are selected financial data for the three months ended March 31, 2001 and March 31, 2002 which have been derived from Horizon's unaudited Consolidated Financial Statements and which, in the opinion of management, include all adjustments necessary for a fair presentation of the financial condition and results of operations of Horizon and its subsidiaries for such periods. Additionally, the consolidated financial data below includes balance sheet amounts as of a date before the effectiveness of our plan of reorganization. See "Pro Forma Financial Data" below. The following data is qualified in its entirety by, and should be read in conjunction with, the our Consolidated Financial Statements and notes thereto and with "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere herein.

Horizon Natural Resources Company
(formerly known as AEI Resources Holding, Inc.)
Consolidated Income Statements

(in millions, except per ton data)

                                                                                                    For the Three Months
                                                      For the Fiscal Year Ended December 31,           Ended March 31,
                                                 1997     1998        1999       2000      2001        2001     2002
Statement of operations data:

Net Sales                                      $ 175.3  $ 733.4      $1,330.8   $1,338.6   $1,412.5   $  356.0  $ 316.5
Gross profit                                   $  30.1  $ 142.5      $  289.9   $  215.4   $  266.1   $   58.2  $  69.3
Selling, general and administrative costs      $  13.9  $  32.5      $   48.9   $   41.7   $   41.4   $    9.3  $   9.3
Operating Income (loss)                        $   5.4  $  16.8      $  (55.0)  $  (91.5)  $  (55.8)  $  (17.7) $(14.4)
Income (loss) before extraordinary item        $ (20.9) $ (23.4)     $ (199.4)  $  196.7)  $ (226.1)  $  (60.4) $(50.2)
Net Income (loss)                              $ (22.2) $ (33.6)     $ (199.4)  $ (196.7)  $ (226.1)  $  (60.4) $(50.2)
Adjusted EBITDA (1)                            $  16.6  $ 114.8      $  238.7   $  184.0   $  249.9   $   61.8  $ 64.5

Balance sheet data:
Net working capital                               85.1    (72.9)        (68.5)  (1,389.7)  (1,514.0)  (1,395.9) (998.4)
Total Assets                                     265.4  2,490.1       2,391.6    2,203.2    2,060.2    2,147.6 2,068.0
Total debt                                       217.0  1,215.6       1,304.7    1,350.9    1,334.9    1,329.7   892.7
Liabilities subject to compromise                  -         -           -          -          -          -      596.8
Stockholders' Equity (Deficit)                   (18.1)   (92.7)       (291.8)    (488.6)    (737.0)    (548.9) (787.3)

Other data:
Cash flows from operating activities             (11.4)   (49.4)         71.4       42.5      162.7       11.1    12.6
Cash flows from investing activities             (38.7)  (655.7)       (140.8)     (42.8)    (125.8)     (15.6) (103.2)
Cash flows from financing activities             133.2    664.0          47.8       34.1      (29.4)     (21.2)   48.3
Capital expenditures                              32.2     40.9          93.6       69.9       85.0       11.5    23.9
Depreciation & Amortization                       10.8     76.8         208.3      253.5      266.6       62.1    68.2
Ratio of adjusted EBITDA to interest expense       1.8      1.8           1.7        1.1        1.3        1.2     1.7

(1) Adjusted EBITDA as presented above and as used elsewhere in this prospectus consists of earnings before interest, taxes, depletion, depreciation, amortization, other non-cash charges and certain other unusual or nonrecurring charges. Adjusted EBITDA is presented because it is a widely accepted financial indicator of a company's ability to service indebtedness and because it is used in the Indenture to determine compliance with certain covenants. However, Adjusted EBITDA should not be considered as an alternative to income from operations or to cash flows from operating activities (as determined in accordance with generally accepted accounting principles) and should not be construed as an indication of a company's operating performance or as a measure of liquidity.

Horizon Natural Resources Company
(formerly known as AEI Resources Holding, Inc.)
Consolidated Income Statements

(in millions, except per ton data)

                                                                                                      For the Three
                                                                                                    Months Ended March
                                               For the Fiscal Year Ended December 31,                      31,
                                         1997       1998       1999         2000        2001        2001        2002

Coal Sales (millions of tons)             6.5       25.2        49.1         51.5        48.4        12.8        10.1

Total Revenue                         $ 175.3   $  733.4   $ 1,330.8    $ 1,338.6   $ 1,412.5   $   356.0   $   316.5

Costs & Expenses
   Cost of Operations                   145.2      590.9     1,040.9      1,123.2     1,146.4       297.8       247.2
   Depreciation & Amortization           10.8       76.8       208.3        253.5       266.6        62.1        68.3
   Selling, General & Administration     13.9       32.5        48.9         41.7        41.4         9.3         9.3
   Writedowns and Special Items           --        16.5        87.7         11.7        13.9         4.5         6.2

Total Costs & Expenses                    169.9      716.7     1,385.8      1,430.1     1,468.3       373.7       330.9

Income From Operations                    5.4       16.7       (55.0)       (91.5)      (55.8)      (17.7)      (14.4)

Other Income/(Expense)
  Gain/(Loss) on Sale of Fixed
   Assets                                 0.3        1.0      (101.4)        (0.2)        8.3         6.0         --
  Interest Expense                       (9.2)     (65.2)     (140.2)      (167.6)     (194.1)      (49.6)      (38.6)
   Other, Net                             0.1        3.7         3.7          9.5        16.9         0.8         4.5

Total Other Income/(Expense)             (8.8)     (60.5)     (237.9)      (158.3)     (168.9)      (42.8)      (34.1)

    Pre-Tax Income                       (3.4)     (43.8)     (292.9)      (249.8)     (224.7)      (60.5)      (48.5)

   Income Tax Provisions                 17.5      (20.4)      (93.5)       (53.1)        1.4        (0.1)        1.7

Income Before Extraordinary Item        (20.9)     (23.4)     (199.4)      (196.7)     (226.1)      (60.4)      (50.2)

   Extraordinary Loss                    (1.3)     (10.2)       --           --          --           --          --

Net Income (Loss)                       (22.2)     (33.6)     (199.4)      (196.7)     (226.1)      (60.4)      (50.2)

Plus:
   Depreciation & Amortization           10.8       76.8       208.3        253.5       266.6        62.1        68.2
   Interest Expense                       9.2       65.2       140.2        167.6       194.1        49.6        38.6
   Income Tax Provisions                 17.5      (20.4)      (93.5)       (53.1)        1.4        (0.1)        1.7
   Other Non-Recurring Items              1.3       26.7       183.0         12.7        13.9        10.6         6.2

Adjusted EBITDA                       $  16.6   $  114.7    $  238.6    $   184.0   $   249.9    $   61.8   $    64.5


Other Data:
Cash flows from operating activities  $ (11.4)  $  (49.4)  $    71.4    $    42.5   $   162.7   $    11.1   $    12.6
Cash flows from investing activities    (38.7)    (655.7)     (140.8)       (42.8)     (125.8)      (15.6)     (103.2)
Cash flows from financing activities    133.2      664.0        47.8         34.1       (29.4)      (21.2)       48.3
Capital expenditures                     32.2       40.9        93.6         69.9        85.0        11.5        23.9
Ratio of adjusted EBITDA to
   interest expense                       1.8        1.8         1.7          1.1         1.3         1.2         1.7
Ratio of total debt to adjusted
EBITDA                                   13.1       10.6         5.5          7.3         5.3        21.5        13.8


Operating Data:
Coal reserves (at period end, in
   millions of tons)                    166.0    2,436.0     2,000.0      1,769.0     1,716.6     1,757.1     1,706.0

Average coal sales price per ton      $ 25.19  $   27.42    $  25.34     $  24.44  $    26.96    $  25.36 $     27.62

Average coal cost per ton             $ 22.08   $  21.52    $   22.01    $  22.91  $    24.89    $  24.32$      24.50


Balance Sheet Data (end of period):
Working Capital                       $  85.1   $  (72.9)  $   (68.5)   $(1,389.7)  $(1,514.0)  $(1,395.9)  $  (998.4)
Total Assets                            265.4    2,490.1     2,391.6      2,203.2     2,060.2     2,147.6     2,068.0
Total Debt (including current
portion)                                217.0    1,215.6     1,304.7      1,350.9     1,334.9     1,329.7       892.7


Liabilities subject to compromise        --         --          --           --          --          --         596.8
Stockholders' Equity (Deficit)          (18.1)     (92.7)     (291.8)      (488.6)     (737.0)     (548.9)     (787.3)

PRO FORMA FINANCIAL DATA

           The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations presented on the following pages are based upon Horizon's unaudited historical consolidated balance sheet and consolidated results of operations as of and for the three months ended March 31, 2002. The pro forma adjustments made to the historical results of operations (based on the assumptions set forth below) give effect to our reorganization as if all of the transactions related to the reorganization, which are described under "Chapter 11 Reorganization," had occurred on January 1, 2002. In addition, the provisions of the American Institute of Certified Public Accountants Statement of Position ("SOP") 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code," which require the application of fresh start reporting, have been reflected in the unaudited pro forma financial statements. The unaudited pro forma consolidated balance sheet as of March 31, 2002, presented below is based upon the historical balance sheet as of March 31, 2002, and includes pro forma adjustments as if the reorganization had been completed on that date. The pro forma consolidated balance sheet and pro forma consolidated statements of operations are unaudited and were derived by adjusting the historical financial statements of the company for certain transactions as described in the respective notes thereto. These pro forma financial statements are provided for informational purposes only and should not be construed to be indicative of the financial condition or results of operations of the company had the transactions described therein been consummated on the respective dates indicated and are not intended to be predictive of the financial condition or results of operations of the company at any future date or for any future period.

           The pro forma adjustments are based on available information and upon certain assumptions and fair value estimates that we believe are reasonable under the circumstances. The fair value estimates of assets and liabilities of our reorganized company are subject to revision following the results of appraisals and other studies that will be performed after consummation of the reorganization and related transactions. The unaudited pro forma consolidated financial data and accompanying notes should be read in conjunction with our historical consolidated financial statements, including the notes thereto, and the other financial information appearing elsewhere in this prospectus.

Horizon Natural Resources Company
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2002
(in millions)

                                                                                Pro forma
                                                                               adjustments
                                                              Horizon           (Note A)             As Adjusted
                                                            -------------      -------------        -------------
Current Assets:
       Cash and cash equivalents                           $     19.9          $  (64.9)      (1)    $   4.90
                                                                                   (5.1)      (2)
                                                                                   55.0       (7)
       Accounts receivable                                      117.1                -                  117.1

       Inventories                                              117.3               1.0       (3)        79.3
                                                                                  (39.0)      (4)

       Deferred tax asset                                        11.6              15.2       (5)        26.8

       Prepaid expenses and other                                26.2                -                   26.2
                                                            -------------      -------------        -------------
       Total Current Assets                                     292.1             (37.8)                254.3

       Property,   Plant   and   Equipment,   including       1,538.4            (634.9)      (4)       903.5
          mineral reserves and mine development  costs,
          net

       Reorganizational value                                     -             1,267.9       (6)     1,267.9

       Debt issuance costs                                       69.5             (57.5)      (2)        12.0

       Other Assets                                             168.0             (55.0)      (7)       101.9
                                                                                   (1.0)      (8)
                                                                                  (10.1)      (9)
                                                            -------------      -------------        -------------
Total Assets                                               $  2,068.0          $  471.6             $ 2,539.6

Liabilities and Stockholders' Equity (Deficit)


Liabilities Not Subject to Compromise
Current Liabilities:
       Accounts Payable                                    $     65.1      $         -              $    65.1
       Current  portion  of  long-term  debt and  lease         888.1            (790.3)      (1)        97.8
       obligations

       Accrued expenses and other                               337.4            (157.1)      (1)       174.2
                                                                                  (10.1)      (9)
                                                                                    4.0      (13)
                                                            -------------      -------------        -------------
       Total Current Liabilities                              1,290.6            (953.5)                337.1

Non Current Liabilities:
       Long-term  debt and  lease  obligations,  net of           4.7             905.0       (1)       909.7
       current portion

       Employee benefits                                        588.9              25.3      (11)       614.2

       Reclamation and mine closure                             300.2            (137.0)     (12)       163.2

       Deferred Taxes                                            11.6              15.2       (5)        26.8

       Other non current liabilities                             62.5             (23.9)     (12)        38.6
                                                            -------------      -------------        -------------
       Total Non-Current Liabilities                            967.9             784.6               1,752.5
                                                            -------------      -------------        -------------
Total Liabilities not subject to compromise                   2,258.5            (168.9)              2,089.6
                                                            -------------      -------------        -------------

Liabilities subject to compromise                               596.8            (596.8)     (10)         -
                                                            -------------      -------------        -------------
Total Liabilities                                             2,855.3            (765.7)              2,089.6

Stockholders' equity (deficit)                                 (787.3)          1,237.3                 460.0

                                                            -------------      -------------        -------------
Total Liabilities and Stockholders' Equity (Deficit)       $  2,068.0          $  471.6            $  2,539.6
                                                           ==============      =============       ==============

Horizon Natural Resources Company
Unaudited Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2001
(in millions)

                                                                              Pro Forma
                                                                             Adjustments
                                                            Horizon          (Note B)           As Adjusted
                                                           -----------      -------------      -------------
Operating Data:
Revenues                                                    $1,412.5         $    -              $1,412.5
Costs and expenses:
       Costs of operations                                   1,146.4            4.7    (1)        1,162.6
                                                                               11.5    (3)

       Depreciation, depletion and amortization                266.6         (101.6)   (4)          165.0

       Selling, general and administrative                      41.4                                 41.4

       Write Downs and Special Charges                          13.9          (13.9)   (5)             -
                                                           -----------      -------------      -------------
            Total costs and expenses                         1,468.3          (99.3)              1,369.0
                                                           -----------      -------------      -------------
       Income (loss) from operations                           (55.8)          99.3                  43.5

Interest and other income (expense)
       Interest expense                                       (194.1)          (3.0)   (6)         (133.1)
                                                                               13.9    (7)
                                                                               50.1    (8)

       Gain on sale of assets                                    8.3             -                    8.3

       Other, net                                               16.9             -                   16.9
                                                           -----------      -----------        -------------
                                                              (168.9)          61.0                (107.9)
                                                           -----------      -----------        -------------
            Income (loss) before income taxes                 (224.7)         160.3                 (64.4)

Income tax provision (benefit)                                   1.4            3.2    (9)            4.6
                                                           -----------      -----------        -------------
            Net income (loss)                                $(226.1)        $157.1                $(69.0)
                                                           ===========      =============      =============

Other Data:
Adjusted EBITDA (Note C)                                      $249.9        $(16.2)                $233.7
Capital expenditures                                            85.0             -                   85.0
Cash interest expense (Note D)                                 167.0          (60.1)                116.9
Ratio of Adjusted EBITDA to cash interest expense               1.6X            N/A                   2.0X

Horizon Natural Resources Company
Unaudited Pro Forma Consolidated Statement of Operations
For the three months ended March 31, 2002
(in millions)

                                                                                    Pro Forma
                                                                                   Adjustments
                                                                    Horizon          (Note B)         As Adjusted
                                                                 --------------- -----------------   ----------------

Operating Data:
                                                                  $  316.5            -                $ 316.5
Revenues
Costs and expenses:
 Costs of operations                                                 247.2         $ (1.4)    (2)        249.2
                                                                                      3.4     (3)

     Depreciation, depletion and amortization                         68.3          (28.8)    (4)         39.5

     Selling, general and administrative                               9.3             -                   9.3

     Write Downs and Special Charges                                   4.1           (4.1)    (5)             -

                                                                 --------------- -----------------    ---------------
          Total costs and expenses                                   328.9          (30.9)                298.0
                                                                 --------------- -----------------   ----------------

     Income (loss) from operations                                   (12.4)          30.9                  18.5

Interest and other income (expense)
     Interest expense                                                (38.7)          (0.8)    (6)         (31.2)
                                                                                      3.7     (7)
                                                                                      4.6     (8)

     Other, net                                                        4.5              -                   4.5
                                                                 --------------- -----------------     ----------------
                                                                     (34.2)           7.5                 (26.7)
                                                                 --------------- -----------------   ----------------

          Loss before reorganization items and income taxes          (46.6)          38.4                  (8.2)

Professional fees related to reorganization items                      2.0           (2.0)    (5)             -

          Income (loss) before income taxes                          (48.6)          40.4                  (8.2)

Income tax provision                                                   1.7            1.2     (9)           2.9
                                                                 --------------- -----------------   ----------------
          Net income (loss)                                      $   (50.3)       $  39.2              $  (11.1)
                                                                 =============== =================   ================

Other Data:
Adjusted EBITDA (Note C)                                         $    64.5        $  (2.0)             $   62.5
Capital expenditures                                                  23.9             -                   23.9
Cash interest expense (Note D)                                        31.2           (4.6)                 26.6
Ratio of Adjusted EBITDA to cash interest expense                      1.9X           N/A                   2.3X

Note A:

Pro forma adjustments include discharge of existing credit facility to new debt securities, discharge of certain debt to equity and fresh start accounting.

The following notes describe the pro forma adjustments.

1.   Reflects our exchange of old credit facility for new debt.  Cash in
     excess of $10 million (after payments for debt issuance) paid to
     lenders.
                                                                    Old Debt     New Debt
              Short Term                                              870.1        79.8
              Long Term                                                 -         905.0
                                                               --------------  -----------
              Total Principal                                         870.1       984.8
                                                               ==============  ===========
              Accrued Interest                                        141.3        -
              Accrued Exit Fees                                       15.8

2.   Reflects removal of debt issuance costs related to old extinguished
     debt and addition of debt issuance costs associated with new
     restructured debt.  Financing fees of $6.9 million plus professional
     fees of approximately $5.1 million.

3.   Reflects write up of stockpiled inventory to net realizable value.

4.   Reflects adjustments to fair values as follows.  Also reflects
     elimination of deferred overburden inventory account pursuant to
     accounting policy change.
                                                           Net Book
                                                            Value      Adjustment     Fair Value

              Property, Plant & Equipment (PPE)              377.5        -             377.5
              Mine Development Costs                          39.8         36.3          76.0
              Contract Costs                                  56.3         (38.3)        18.0   -
              Mineral Reserves                             1,064.8      (632.8)         432.0
                                                        ------------  ------------  --------------
     Total                                                 1,538.4      (634.9)         903.5
                                                        ============  ============  ==============

5.   Reflects elimination of the deferred overburden inventory amount in
     the current deferred tax asset and deferred tax liability account.

6.   Reflects reorganization value in excess of amounts allocable to
     identifiable tangible and intangible assets.

7.   Reflects release of cash collateral.

8.   Reflects reserve for recoupable advanced royalties being recouped at
     slower than anticipated rate due to change in mine plans.

9.   Reflects elimination of Zeigler IRB's debt service fund.  Under terms
     of the IRBs because we did not reach mandated fixed charges ratios,
     we were required to deposit funds in to escrow.  At March 31, 2002,
     this amount was accrued but not paid.

10.  Reflects debt discharged for equity as follows:  (Assume issued
     Equity = $450 M)
                                                                                      Accrued
                                                                                     Interest and
                                                                        Principal    Penalties
              Senior Notes                                                200.0        48.2
              Senior Subordinated Notes                                   150.0        38.1
              Zeigler IRB - Pier IX                                       115.0        12.6
              Zeigler IRB - Shipyard                                       30.8         2.2
                                                                    -------------  ------------
              Total                                                       495.8       101.0
                                                                    =============  ============

11.  Reflects net unfunded amounts on benefit obligations as follows:
                                                                      Under/(Over) Funded
              FAS 106                                                      (1.4)
              FAS 87                                                        7.0
              Black Lung                                                     --
              Workers' Comp                                                 2.4
              FAS 112                                                       0.4
              Coal Act                                                     16.9
                                                                      -----------
              Total                                                        25.3
                                                                      ===========

12.  Reflects adjustment of reclamation and closure obligation to fair
     value and adjustment of other non-current obligations to fair value.

13.  Accrue KERP and Related Taxes.

14.  Fair value of certain intangibles not currently identified.  Actual
     value to be determined and recorded(reclassified from reorganization
     value) at a later time.

Note B:

Pro forma adjustments include purchase accounting and accounting policy charges related to the debt and equity restructuring assuming the restructuring occurred on the first day of the presented period.

The following notes describe the pro forma adjustments.

1.  Reflects the reduction in expense due to the net change in deferred
    overburden account.  We eliminated deferred overburden accounting
    pursuant to a policy change.

2.  Reflects removal of amortization for net underfunded amounts on
    benefit obligations.

3.  Reflects reduction in operating expense for reclamation and closure expense and
    increase in accretion expense due to early adoption of SFAS 143 ($18.5 million
    and $4.6 million, for 12/31/01 and 3/31/02, respectively) pursuant to balance
    sheet fair value adjustment.

4.  Reflects change in Depreciation, Depletion & Amortization due to
    Property, Plant & Equipment and related fair value adjustments.


                                                          Historic    Adjustments  Adjusted
                                   12/31/01                DDA

              PPE                                          116.9         -         116.9
              Mine Development                               9.6         6.9        16.5
              Contract Costs                                35.9       (22.5)       13.4
              Mineral Reserves                             104.2       (86.0)       18.2
              Identified Intangibles                          -          -            -
                                                          --------  ----------   ------------
              Total                                        266.6      (101.6)      165.0
                                                           =======  ==========   =============
                                    3/31/02

              PPE                                           29.1        -           29.1
              Mine Development                               2.9         2.0         4.8
              Contract Costs                                 8.7        (7.5)        1.2
              Mineral Reserves                              27.6       (23.3)        4.3
              Identified Intangibles                          -           -           -
                                                           -------  ----------   -------------
              Total                                         68.3       (28.8)       39.5
                                                           =======  ===========  =============

    An accounting rule change related to recording goodwill in purchase accounting for
    a mineral resource company has occurred since the significant acquisitions in
    1998. In 1998, we recorded for our mining company acquisitions the
    "excess" portion of the purchase price (i.e., goodwill) within mineral
    reserves and depleted the basis over the life of the reserves. For Fresh Start
    accounting in 2002, we will record "reorganization value" as a
    separate account not included in mineral reserves which, pursuant to SFAS 141
    & 142, is to be accounted for similar to goodwill and not amortized, but
    will be subject to an annual impairment test. This is the primary cause of the
    pro forma depreciation, depletion and amortization decrease when compared to
    historical amounts.

    Identified intangibles valuation is not complete.  Accordingly,
    amortization is not known or recorded herein.  In addition, pro forma
    statements do not assume reorganizational value impairment during the
    periods presented.

5.  Reflects removal of professional fees incurred in connection with debt
    and equity restructuring.

6.  Reflects adjustment for interest accretion of Other Non-Current Liabilities
    pursuant to balance sheet fair value adjustment.

7.  Reflects removal of debt issuance cost amortization of old debt offset
    by amortization of new debt issuance costs.

8.  Reflects adjustment to interest expense based on emerging debt
    structure.  Interest is estimated as:
                                   12/31/01
                                                                     Principal   Rate     Expense

              New Credit Facility - Term                               475.0     11.00%    52.3
              New Credit Facility - Note                               450.0     11.75%    52.9
              Revolver and Related Fees                                                     9.0
              Seller Financing                                           8.2      7-12%     0.7
              Capital Lease & Other                                     20.8     11-12%     2.0
              Non Cash Accretion (after proforma adjustments)                              14.2
              Non Cash Amortization (after proforma adjustments)                            2.0
                                                                    ------------         ------------
              Total                                                    954.0              133.1
                                                                    ============         ============
                                    3/31/02

              New Credit Facility - Term                               475.0      9.00%    10.7
              New Credit Facility - Note                               450.0     11.75%    13.2
              Revolver                                                                      2.3
              Seller Financing                                           7.9      7-12%     0.2
              Capital Lease & Other                                     13.7     11-12%     0.3
              Non Cash Accretion (after proforma adjustments)                               4.0
              Non Cash Amortization (after proforma adjustments)                            0.5
                                                                    ------------       ------------
              Total                                                    946.6               31.2
                                                                    ============       ============

9.  Reflects pro forma tax expense net of adjustments to the valuation allowance. As
    of December 31, 1999, we reported a net deferred tax liability which allowed for
    certain deferred tax assets to be realizable in 2000. As of December 31, 2000,
    the net deferred tax liabilities were no longer sufficient to realize the
    deferred tax assets generated. Accordingly, the deferred tax assets, net of the
    valuation allowance, and deferred tax liabilities net to $ 0. In fresh start
    accounting, the decrease in deferred tax liabilities is exceeding the decrease
    in deferred tax assets. Based on the realizability of the deferred tax assets,
    the valuation allowance is being increased and the deferred taxes, net of the
    valuation allowance, is still being reported at $ 0.

Note C:

Adjusted EBITDA as presented above and as used elsewhere in this prospectus consists of earnings before interest, taxes, depletion, depreciation, amortization, other non-cash charges and certain other unusual or nonrecurring charges. Adjusted EBITDA is presented because it is a widely accepted financial indicator of a company's ability to service indebtedness and because it is used in the Indenture to determine compliance with certain covenants. However, Adjusted EBITDA should not be considered as an alternative to income from operations or to cash flows from operating activities (as determined in accordance with generally accepted accounting principles) and should not be construed as an indication of a company's operating performance or as a measure of liquidity.

Adjusted EBITDA is calculated as follows for each period:

Year Ended December 31, 2001

                                                        Pro Forma
                                        Horizon         Adjustments           As Adjusted
                                       -------------  -----------------    ----------------
Net Income (loss) from continuing
   operations
                                        $ (226.1)       $  157.1             $  (69.0)

Plus provision for taxes                    1.4              3.2                 4.6

Plus interest expense                     194.1            (61.0)              133.1

Plus depreciation, depletion and
   amortization                           266.6           (101.6)              165.0

Plus writedowns and special items          13.9             13.9                 -

                                       -------------  ---------------  -----------------
Adjusted EBITDA                         $ 249.9        $    16.2            $  233.7
                                       =============  ===============  =================

Three Months Ended March 31, 2002

                                                         Pro Forma
                                        Horizon           Adjustments           As Adjusted
                                       -------------  ------------------     ---------------
Net Income (loss) from
   continuing operations                $    (50.3)      $  39.2              $ (11.1)

Plus provision for taxes                       1.7           1.2                  2.9

Plus interest expense                         38.7          (7.5)                31.2

Plus depreciation, depletion and
   amortization                               68.3         (28.8)                39.5

Plus writedowns and special items              6.1          (6.1)                 -

                                       -------------  ------------------   ----------------
Adjusted EBITDA                         $     64.5      $   (2.0)            $   62.5
                                       =============  ==================   ================

Note D:

Cash interest expense is calculated as interest expense plus capitalized interest less interest accreted on discounted notes and amortization of deferred financing costs.

CHAPTER 11 REORGANIZATION

           On May 9, 2002, our Joint Plan of Reorganization became effective, and we emerged from Chapter 11 bankruptcy proceedings. Before our commencement of the bankruptcy proceedings on February 28, 2002, we solicited votes for the acceptance or rejection of the Joint Plan of Reorganization from the holders of our secured and subordinated debt indebtedness. Substantially all of those holders voted, and those who voted unanimously approved the Joint Plan.

           As of May 9, 2002, we:

• cancelled our old secured bank debt and distributed to holders of our old secured bank debt approximately $49 million in cash, $475 million principal amount of senior secured term notes due 2008, and $450 million principal amount of our 11.75% senior secured notes due 2009;

• cancelled our 10.5% senior notes, 6.95% industrial revenue refunding bonds, 6.90% port facility revenue refunding bonds, 4.4% adjustable rate industrial development revenue bonds, and 11.5% senior subordinated notes, and issued 20 million shares of new common stock to holders of that debt;

• cancelled Horizon's old equity securities, including common stock and common stock purchase rights; and

• changed Horizon's name from AEI Resources Holding, Inc. to Horizon Natural Resources Company.

           As contemplated by the Joint Plan, a committee of the holders of our cancelled debt appointed the five directors who now comprise Horizon's board of directors.

           Our plan of reorganization resulted in a reduction of approximately $597 million in principal and accrued interest on our debt obligations on a consolidated basis.

           The Pro Forma Financial Information beginning on page [__] gives effect as of March 31, 2002 to the changes resulting from our reorganization.

SOP 90-7

           Pursuant to SOP 90-7, we adopted fresh-start accounting upon our emergence from bankruptcy on May 9, 2002. Entities that adopt fresh-start accounting apply the following principles:

• The reorganization value of the entity should be allocated to the entity's assets in conformity with the procedures specified by SFAS No. 141, "Business Combinations." The reorganization value should be amortized in conformity with SFAS No. 142, "Goodwill and Other Intangible Assets".

• Each liability existing at the plan confirmation date, other than deferred taxes, should be stated at present values of amounts to be paid as determined at appropriate current interest rates.

• Deferred taxes should be reported in conformity with generally accepted accounting principles. Benefits realized from preconfirmation net operating loss carryforwards should first reduce reorganization value in excess of amounts allocable to identifiable assets and other intangibles until exhausted and thereafter be reported as a direct addition to paid-in capital.

• Changes in accounting principles that will be required in the financial statements of the emerging entity within the 12 months following the adoption of fresh-start reporting should be adopted at the time fresh-start reporting is adopted. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Accounting Pronouncements."

           In connection with the implementation of fresh-start accounting, we recorded an extraordinary gain of approximately $112 million from the restructuring of our debt. Other significant adjustments reflect the provisions of the plan of reorganization and the fair values of the assets and liabilities of the reorganized company as of May 1, 2002. For accounting purposes, these transactions were reflected in our operating results before emergence. See "Pro Forma Financial Information."

Master Agreement

           In connection with the Joint Plan of Reorganization, we entered into a Master Agreement with our former CEO and controlling stockholder, Larry Addington, pursuant to which he agreed:

• not to disclose confidential information related to the coal industry;

• not to interfere with the company's coal supply agreements for a five-year period;

• not to acquire certain coal reserves for a five-year period; and

• not to solicit or hire certain employees of the company for a two-year period.

•

           As consideration for these covenants, we agreed:

• to indemnify our former CEO and controlling stockholder and his affiliates from any losses arising out of certain agreements entered into by our predecessor companies in connection with our operations;

• to make a pro rata distribution to our former CEO and controlling stockholder in respect of his participation in loans under our prior bank credit agreement;

• to cause a letter of credit to be issued to replace the guaranties given by our former CEO and controlling stockholder and the collateral pledged by his affiliate in connection with a credit agreement with Kentucky Bank & Trust;

• to consider proposals presented by our former CEO and controlling stockholder with respect to the lease or purchase of our mining reserve assets located in Illinois; and

• to enter into various agreements relating to the real property we currently lease to affiliates of our former CEO and controlling stockholder.

           We also entered into a termination rights agreement with some of our former related parties relating to certain agreements with those related parties that survived the confirmation of our plan of reorganization. This agreement provides that for a period of six months from the effective date of our plan of reorganization, if we believe that prices for goods or services provided under those agreements exceed market price, we may negotiate with the related parties under all agreements involving the same type of transaction to obtain the same goods or services at market price. If the agreed-upon methodology for determining market price does not produce a market price that is reasonably acceptable to the related party and us, either may terminate all (but not less than all) such agreements, effective six months after receipt of notice. This agreement also provides that for a period of six months from the effective date, we will have the right to terminate up to 30% of certain existing equipment leases with such related parties, effective either six or twelve months after receipt of notice.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Horizon's consolidated financial statements and the accompanying notes and "Selected Consolidated Financial Data" included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of numerous factors, including the risks discussed in "Risk Factors" and elsewhere in this prospectus.

Introduction

           We mine and market primarily steam coal, and our primary customers are low-cost electric utility companies in the eastern U.S. We also sell steam coal under short-term contracts and on the spot market and supply premium-quality, mid- and low-volatility metallurgical coal to steel producers.

Joint Plan of Reorganization

           On May 9, 2002, our plan of reorganization became effective and we emerged from Chapter 11 bankruptcy proceedings, as more fully described under "Business--Chapter 11 Reorganization." Our implementation of fresh-start accounting pursuant to SOP 90-7 as of that date resulted in material changes to our financial statements, including valuation of assets at fair value in accordance with principles of the purchase method of accounting, valuations of liabilities pursuant to provisions of the plan of reorganization and valuation of equity based on a valuation of the business prepared by the independent financial advisors of our company. The Pro Forma Financial Information on page [__] gives effect as of March 31, 2002 to the changes resulting from our reorganization.

           As a result of the recording of the related reorganization transactions and the implementation of fresh-start accounting, our results of operations after May 9, 2002 will not be comparable to the results for prior periods described in this management's discussion and analysis and reported in our financial statements and other financial information that are included in this prospectus.

           Our financial statements for the three months ended March 31, 2002 include adjustments to reflect our commencement of bankruptcy proceedings on February 28, 2002 following the approval of our Joint Plan of Reorganization by the holders of our secured and subordinated debt. These include the classification of certain liabilities as "liabilities subject to compromise," our debtor-in-possession credit facility, and other consequences described in Note 2 of the notes to our consolidated financial statements for the three months ended March 31, 2002.

           Our on-going financial viability after our reorganization depends on our ability to improve operations and cash flows. Our operating plan includes measures we believe will improve operating profits and cash flows. These measures include, but are not limited to the following:

• enhancing mine productivity by replacing old, inefficient production equipment.

• consolidating operations to reduce mine level overhead costs.

• focusing on high margin properties to achieve the best possible sales and production balance both in terms of coal quality and transportation factors.

• acquiring strategic, low cost reserves to replace existing operations.

• utilizing the restructured balance sheet and improved liquidity to establish new relationships with first tier vendors and improve access to new vendors, including improved pricing and payment terms.

           There can be no assurances that operating profits and cash flows will be realized in an amount sufficient to fund obligations or other liquidity needs.

Critical Accounting Policies

           Generally accepted accounting principles require assumptions, estimates and judgments that affect reported amounts for assets, liabilities, revenues and expenses. The assumptions, estimates and judgments we make in connection with our consolidated financial statements are based on historical experience and various other factors we believe are reasonable under the circumstances. Note 3, beginning on page F-9 of our Notes to our audited consolidated financial statements, lists and describes our significant accounting policies. In addition, the following critical accounting policies have a material affect on amounts reported in our consolidated financial statements.

           Postretirement Health Benefits

           We provide specific postretirement health benefits and/or medical insurance coverage for qualified individuals. Certain employees who meet eligibility requirements qualify for postretirement coverage for themselves and their dependents.

           Our cost and benefit obligations relative to the postretirement medical plan are determined by an independent actuary based upon actuarial assumptions regarding future trends in health care costs and the applicable discount rate. The discount rate is intended to approximate the interest rate at which our liabilities under the plan could be effectively settled as of the current measurement date.

           Our estimated liability as of December 31, 2001 was $427.4 million. At December 31, 2001, we assumed an initial annual health care cost trend rate of +10% for the subsequent 9-year period and an annual rate of +5% for year 10 and thereafter. We used an interest discount assumption of 7.25% in valuing the liability. If future health care cost trends or actual interest rates vary significantly from our assumptions, our actual costs and cash expenditures could be materially different than estimated.

           Coal Miners' Pneumoconiosis

           We are required under the Mine Safety and Health Act of 1977, as amended, as well as various state statutes, to provide pneumoconiosis (black lung) benefits to eligible current and former employees and their dependents. We provide these benefits primarily through a self-insurance program.

           Independent actuaries calculate our estimated pneumoconiosis liability based on assumptions regarding disability incidence, medical costs, mortality, death benefits, dependents and interest rates. If our assumptions prove inaccurate, our actual costs and cash expenditures could vary materially from the amount currently estimated. Our estimated liability as of December 31, 2001 was $60.6 million.

           Workers' Compensation

           We are liable under various state statutes for providing workers' compensation benefits. To fulfill our workers' compensation obligations we utilize a combination of self-insurance, loss-sensitive insurance and state workers' compensation fund participation.

           We accrue for the present value of certain workers' compensation obligations as calculated by an independent actuary based upon assumptions for work-related injury and illness rates, discount rates and future trends for medical care costs. If the assumptions do not materialize as anticipated, our actual costs and cash expenditures could differ materially from that currently estimated. Our estimated liability as of December 31, 2001 was $64.3 million.

           Reclamation and Mine Closure

           Based upon regulations enacted by the U.S. Office of Surface Mining and various state agencies, we have substantial liabilities relating to mine reclamation and end of mine closure costs.

           Estimated final mine closure costs are recorded during the mining process based upon the estimated useful lives of developed properties. The final mine reclamation and closure liability is determined by permit requirements and requires various significant estimates and assumptions regarding regulatory requirements, reclaiming costs and coal reserves. Although we believe that adequate provisions are being made for anticipated reclamation and mine closure expenses, our costs and cash expenditures would be materially impacted if actual costs were significantly different from those estimated. Our estimated reclamation and mine closure liabilities totaled $334.4 million as of December 31, 2001.

Results of Operations for the Three Months Ended March 31, 2002 Compared with Three Months Ended March 31, 2001.

           General

           Our results for the three months ended March 2002 reflected higher per ton sales prices where we renegotiated sales contracts in 2001. Revenue gains from price increases were partially offset by a decrease in tons sold primarily due to weak market conditions following one of the mildest winters on record and reduced economic activity since September 11, 2001.

           The unseasonably warm weather and reduced economic activity negatively impacted the electric power generation market. This has driven utility coal stockpiles to higher than normal levels and temporarily created excess supply in the secondary coal market. Rather than add to the existing excess market supply, we have temporarily idled production at certain operations and have postponed opening new mining operations. We intend to operate at this reduced production level until the temporary imbalance between supply and demand in the coal market is eliminated.

           Revenues

           The following table depicts revenues for the periods ended March 31, 2002 and March 31, 2001 for the indicated categories:

(in millions, except for per ton data)

                                              Coal             Synfuel           Other          Total
                                        ------------------ ---------------- ---------------- -------------
        3 Months - 2002
        Revenue                            $    278.9        $     14.5        $  23.1  $       316.5
        Tons                                     10.1               0.5              -           10.6
        Revenue/Ton                        $    27.61        $    27.43              -  $       29.77

        3 Months - 2001
        Revenue                            $    325.0        $     17.6  $        13.5  $       356.1
        Tons                                     12.8               0.7              -           13.5
        Revenue/Ton                       $     25.37        $    25.71              -          26.38

        Percent Change
        Revenue                                   (14)%             (17)%           71%           (11)%
        Tons                                      (21)%             (22)%            -            (21)%
        Revenue/Ton                                 9%                7%             -             13%

           Revenues were $356.1 million for the period ended March 31, 2001 compared to $316.5 million for the period ended March 31, 2002, a decrease of $39.6 million or approximately 11%. The decrease in revenues is attributable to weak market conditions in the first quarter following one of the mildest winters on record. Revenue from coal sales decreased by $46.1 million, from $325.0 million for the period ending March 31, 2001 to $278.9 million for the period ending March 31, 2002. Coal sales tons decreased by 2.7 million or 21% from 12.8 million tons for the period ended March 31, 2001 to 10.1 million tons for the period ended March 31, 2002. By reworking our existing sales contracts during 2001, we were able to increase our average sales price per ton of coal by $2.24 per ton, from $25.37 per ton for the period ended March 31, 2001 to $27.61 for the period ended March 31, 2002. Revenues from the sale of synfuel decreased $3.1 million, from $17.6 million for the period ended March 31, 2001 to $14.5 million for the period ended March 31, 2002. Synfuel tons sold decreased by .153 million tons, from ..683 million tons in 2001 to .53 million tons in 2002. Partially offsetting the reduced sales volume was an increase in other revenue of $9.6 million primarily related to contract buyouts.

           Cost of Operations

           The following table depicts cost of goods sold for the periods ended March 31, 2002 and March 31, 2001 for the indicated categories:

(in millions, except for per ton data)

                                         Coal        Synfuel          Other          Total
                                      -----------  --------------  ------------  -----------
         3 Months - 2002
         Cost of Goods Sold           $   229.8     $  12.6          $  4.8       $  247.2
         Tons                              10.1         0.5              -            10.6
         Cost/Ton                     $   22.75       23.68              -           23.25

         3 Months - 2001
         Cost of Goods Sold           $   279.4     $  14.7          $  3.7       $  297.8
         Tons                              12.8         0.7              -            13.5
         Cost/Ton                     $   21.81     $ 21.57  $           -        $  22.07

         Percent Change
         Cost of Goods Sold               (18)%         (15)%            32%           (17)%
         Tons                             (21)%         (22)%            -             (21)%
         Cost/Ton                            4%          10%             -               5%

           The cost of operations totaled $247.2 million for the period ending March 31, 2002, compared to $297.8 million for the period ending March 31, 2001, a decrease of $50.7 million or 17%. Overall coal production volumes decreased 1.3 million tons or 11%, from 11.9 million tons for the period ended March 31, 2001 to 10.6 million tons for the period ended March 31, 2002. Per ton cash production cost excluding Synfuel and Mining Technologies increased by $1.52 per ton to $23.11 for the first 3 months of 2002 compared to $21.59 for the same period in 2001. The increase in total production costs per ton produced was due to the scale effects of lower overall production, higher mining ratios, bonding constraints and other generally adverse mining conditions for the first quarter of 2002 as compared to the same period in 2001. The major components of the $1.52 increase in per ton cash production cost were as follows:

• labor and benefits of $.95 per ton.

• reclamation costs of $.28 per ton.

• mining supplies of $.24 per ton.

           Productivity in terms of clean tons produced per man-hour decreased approximately 7%, from 5.61 tons per man-hour for 2001 to 5.2 tons per man-hour for 2002. For the period ended March 31, 2002, coal purchased for resale totaled ..67 million tons for $17.3 million compared to .663 million tons for $18.0 million in 2001. The average cost of purchased coal decreased $1.36 per ton from 2001 to 2002 as a result of lower spot market prices. Synfuel purchased for resale in the first quarter of 2002 equaled .54 million tons for $12.6 million compared to .689 million tons for $14.8 million in the first quarter of 2001. Cost of operations for Mining Technologies increased by $.6 million, from $3.5 million in the first quarter of 2001 to $4.1 million for the same period in 2002.

           Depreciation, Depletion and Amortization

           Depreciation, depletion and amortization for the period ending March 31, 2002 totaled $68.3 million compared to $62.1 million for the period ending March 31, 2001, an increase of $6.2 million or 10%. The increase in depreciation, depletion and amortization resulted primarily from additional depreciation on capital expenditures during the last three quarters of 2001 and the first quarter of 2002.

           Selling, General and Administrative Expenses

           Selling, general and administrative expenses for the period ending March 31, 2002, were $9.3 million compared to $9.3 million for the period ending March 31, 2001, a decrease of $17 or less than 1%.

           Writedowns and Special Items

           Special items for the three-month period ended March 31, 2002 were $4.1 million, compared to $4.5 million for the three-month period ended March 31, 2001. The costs relate primarily to professional fees associated with our reorganization. Since commencing bankruptcy proceedings on February 28, 2002, we have incurred an additional $2.1 million in professional fees related to the reorganization.

           Interest Expense

           Interest expense for the period ending March 31, 2002 was $38.7 million compared to $49.7 million for the period ending March 31, 2001, a decrease of $11 million or 22%. The decrease was due to the discontinuance of interest on our senior notes, senior subordinated notes and Zeigler IRBs and the discontinuance of default interest on our old credit facility after our Chapter 11 reorganization on February 28, 2002. Interest for the three month period ended March 31, 2002 would have been $46.8 million if our reorganization had not occurred.

           Provision (Benefit) for Income Taxes

           An income tax benefit of $(.14) million was recorded for the period ended March 31, 2001 based on a net loss before income taxes of $60.5 million compared to an income tax expense of $1.7 million for the period ended March 31, 2002 based on a loss before income taxes of $48.6 million. For both periods the income tax benefit was limited due to deferred tax valuation allowance considerations.

           Net Loss

           For the periods ended March 31, 2002 and 2001, we incurred net losses of $50.3 million and $60.4 million, respectively. The decrease in net loss of $10.1 million for the first quarter of 2002 as compared to the first quarter of 2001 is primarily a consequence of $11.0 million less in interest charges on our outstanding debt for reasons discussed previously.

Results of Operations for the Twelve Months Ended December 31, 2001 Compared with Twelve Months Ended December 31, 2000.

           Revenues

           The following table depicts revenues for the periods ended December 31, 2001 and December 31, 2000 for the indicated categories:

(in millions, except for per ton data)

                                            Coal            Synfuel      Other        Total
                                      ------------------ -----------  -----------  --------------
        12 Months - 2001
        Revenue                         $   1,304.9        $   51.8     $  55.9     $ 1,412.5
        Tons                                   48.4             2.0          -           50.4
        Revenue/Ton                     $     26.96        $  25.98          -  $       28.03

        12 Months - 2000
        Revenue                         $   1,258.5        $   31.7     $  48.4     $ 1,338.6
        Tons                                   51.6             1.4          -           52.9
        Revenue/Ton                     $     24.42        $  22.86          -          25.29

        Percent Change
        Revenue                                  4%              63%         15%           6%
        Tons                                   (6)%              44%         -            (5)%
        Revenue/Ton                             10%              14%         -            11%

           Revenues were $1.412 billion for the period ended December 31, 2001 compared to $1.339 billion for the period ended December 31, 2000, an increase of $73.9 million or 6%. The increase in revenues is primarily attributable to the combination of an increase in the market price of coal plus greater revenues from the sale of synfuel. Coal sales revenue increased by $46.4 million from $1.259 billion for the period ended December 31, 2000 to $1.305 billion for the period ended December 31, 2001. Coal sales tons decreased 3.2 million tons from 51.5 million tons for the period ended December 31, 2000 to 48.4 million tons for the period ended December 31, 2001. Average sales price per ton of coal increased $2.54 per ton from $24.42 per ton for the period ended December 31, 2000 to $26.96 for the period ended December 31, 2001. The increase in average price is due to stronger market prices compared to the same period last year and our ability to rework existing sales contracts. Revenues from the sale of synfuel increased $20.1 million from $31.7 million for the period ended December 31, 2000 to $51.8 million for the period ended December 31, 2001. Synfuel tons sold increased by 605 tons from 1.4 million tons in 2000 to 1,992 tons in 2001. Revenue gains from price increases in 2001 were partially offset by the decline in overall sales tonnage. The following table reflects the details of the price-volume variance between 2001 and 2000.

(in millions, except for per ton data)

                                                              2001           2000          Change
                                                        ---------------  ------------   ---------------

Average Price Per Ton - Coal and Synfuel Combined       $     26.92       $   24.38       $   2.54
Total Tons Sold - Coal and Synfuel                             50.4            52.9           (2.5)
Total Sales - Coal and Synfuel                          $   1,356.6      $  1,290.2       $   66.4

Price-Volume Variance
Favorable price variance (price increase of $2.54 at 50.4 million tons sold in 2001)      $  128.4
Unfavorable volume variance (decrease in tons sold of 2.5 million at 2000 price of $24.38)   (62.0)
                                                                                          ------------
Total Favorable Sales Dollar Variance for Coal and Synfuel                                $   66.4
                                                                                          -------------

           Our other revenues include Mining Technologies revenues, royalty revenue, revenue from contract buy downs and other miscellaneous revenues incidental to operations. Other revenues increased $7.5 million from $48.4 million for the period ended December 31, 2000 to $55.9 million for the period ended December 31, 2001. The increase in other revenues is mainly due to an increase in highwall miner lease income of $4.3 million, an increase in royalty income of $2.3 million from the sublease of reserves, and an increase in coal processing income of $1.5 million.

           Cost of Goods Sold

           The following table depicts cost of goods sold for the periods ended December 31, 2001 and December 31, 2000 for the indicated categories:

(in millions, except for per ton data)

                                            Coal             Synfuel      Other      Total
                                       ---------------- -------------  ----------  -----------
         12 Months - 2001
         Cost of Goods Sold              $ 1,087.0        $  43.5       $   15.9  $  1,146.4
         Tons                                 48.4            2.0              -        50.4
         Cost/Ton                        $   22.46          21.85              -       22.75

         12 Months - 2000
         Cost of Goods Sold              $ 1,078.2 $         29.9       $   15.1  $  1,123.2
         Tons                                 51.5            1.4              -        53.0
         Cost/Ton                        $   20.92        $ 21.54  $           -  $    21.22

         Percent Change
         Cost of Goods Sold                      1%            46%             5%          2%
         Tons                                   (6)%           44%             -          (5)%
         Cost/Ton                                7%             1%             -           7%

           Cost of goods sold totaled $1.123 billion for the period ended December 31, 2000, compared to $1.146 billion for the period ended December 31, 2001, an increase of $23.2 million or 2%. Overall coal sales volumes decreased 2.5 million tons or 5% from 52.9 million tons for the period ended December 31, 2000 to 50.4 million tons for the period ended December 31, 2001. Higher mining ratios and other generally adverse geologic conditions in part due to bonding constraints resulted in an increase in per ton mining costs and lower productivity. Total cost of goods sold per ton increased by $1.53, or around 2%, from $21.22 for 2000 to $22.75 for 2001. Total cost of coal sold per ton increased by $1.54 per ton from $20.92 for the period ended December 31, 2000 to $22.46 for the period ended December 31, 2001. The increase in cash production costs per ton resulted primarily from increases in the following cost components:

• labor and benefits of $.66 per ton.

• repairs and maintenance of $.46 per ton.

• mining supplies of $.39 per ton.

           Productivity in terms of clean tons produced per man-hour decreased approximately 6%, from 5.91 tons per man-hour for 2000 to 5.57 tons per man-hour for 2001. For the period ended December 31, 2001 coal purchased for resale totaled 4.6 million tons for $112.2 million compared to 3.9 million tons for $93.2 million for 2000. The average cost of purchased coal increased $.78 per ton from 2000 to 2001 as a direct result of higher market prices. Other cost of goods sold includes costs related to Mining Technologies, royalties and miscellaneous other expenses incidental to operations.

           Depreciation, Depletion and Amortization

           Depreciation, depletion and amortization for the period ended December 31, 2000 totaled $253.5 million compared to $266.6 million for the period ended December 31, 2001, an increase of $13.2 million or 5%. The increase in depreciation, depletion and amortization resulted primarily from an increase in the amortization rate of capitalized coal contracts, partially offset by a decrease in mineral depletion due to a decrease in tons mined for the period.

           Selling, General and Administrative Expenses

           Selling, general and administrative expenses were relatively level, decreasing $.353 million or 1% from $41.8 million for the period ended December 31, 2000, to $41.4 million for the period ended December 31, 2001.

           Special Items

           Special items for the twelve-month period ended December 31, 2000 were $11.7 million, compared to $13.9 million for the twelve-month period ended December 31, 2001, an increase of $2.3 million. The costs relate primarily to non-deferrable costs associated with our financial restructuring.

           Interest Expense

           Interest expense for the period ended December 31, 2000, was $167.6 million compared to $194 million for the period ended December 31, 2001, an increase of $26.5 million or 16%. This increase resulted primarily from additional interest of $15.9 million on our credit facility, additional interest of approximately $6.5 million on the senior notes and senior subordinated notes and additional liquidated damages of $2.6 million. Due to our default status on these debt instruments, which was caused by our failure to make principal and interest payments since October 2001, interest accrues at a higher default rate and penalty interest is also accrued on the unpaid interest.

           Gain (Loss) on Sale of Assets

           We had a gain of $8.3 million from the sale of assets in 2001 compared to a slight loss of $.251 million in 2000. The 2001 gain was due in most part to the separate sale of two draglines. The small loss in 2000 was comprised of various miscellaneous asset sales.

           Provision (Benefit) for Income Taxes

           An income tax benefit of $53.1 million was recorded for the period ended December 31, 2000, compared to an income tax provision of $1.4 million for the period ended December 31, 2001, a variation of $54.5 million or 103%. An income tax benefit for the period ended December 31, 2001 was not recognized due to valuation allowance considerations.

           Net Loss

           For the period ended December 31, 2001 we incurred a net loss of $226.1 million compared to $196.7 million for the period ended December 31, 2000, an increase of $29.4 million or 15%. Higher operating margins were offset by increases in interest expense and depreciation and amortization of $26.5 million and $13.2 million, respectively, along with a $54.5 million reduction in our income tax benefit.

Results of Operations for the Twelve Months Ended December 31, 2000 Compared with Twelve Months Ended December 31, 1999.

           Revenues

           The following table depicts revenues for the periods ended December 31, 2000 and December 31, 1999 for the indicated categories:

                                (in millions, except for per ton data)

                                   Coal             Synfuel           Other             Total
                             ------------------ ---------------- ---------------- ------------------
   12 Months - 2000
   Revenue                   $         1,258.5  $          31.7  $          48.4  $         1,338.6
   Tons                                   51.5              1.4                -               52.9
   Revenue/Ton               $           24.42  $         22.86                -  $           25.29

   12 Months - 1999
   Revenue                   $         1,244.4  $             -  $          86.5  $         1,330.8
   Tons                                   49.1                -                -               49.1
   Revenue/Ton               $           25.33  $             -                -  $           27.09

   Percent Change
   Revenue                                  1%                -            (44)%                 1%
   Tons                                     5%                -                -                 8%
        Revenue/Ton                       (4)%                -                -               (7)%

           Revenues were $1.339 billion for the twelve-month period ended December 31, 2000 compared to $1.331 billion for the twelve-month period ended December 31, 1999, an increase of $7.8 million. The increase in revenues is attributable to a slight increase in coal mining revenues, which were up $14.1 million from $1.244 billion for the period ended December 31, 1999 to $1.259 billion for the period ended December 31, 2000. Coal sales tons increased by 2.4 million or 5% from 49.1 million tons for the period ended December 31, 1999 to 51.5 million tons for the period ended December 31, 2000. Shipments of synfuel in 2000 totaled 1.4 million tons for revenue of $31.7 million. Average sales price per ton of coal decreased $.91 per ton from $25.33 per ton for the period ended December 31, 1999 to $24.42 for the period ended December 31, 2000. The decline in average sales price was due to a combination of weaker market prices compared to the same period last year and the expiration of sales contracts with above market prices during the second half of 2000. The average per ton price received for synfuel in 2000 was $22.86, resulting in a weighted-average price per ton of $24.38 for coal and synfuel combined. This represents a decrease of $.95 per ton sold when compared to the 1999 average price of $25.33 per ton sold. Gains from the additional tons sold in 2000 were reduced by the decline in average sales price. The following table reflects the details of the price-volume variance between 1999 and 2000.

                                      (in millions, except for per ton data)

                                                              2000                 1999               Change
                                                       --------------------  ------------------  ----------------

Average Price Per Ton                                  $             24.38   $           25.33   $         (0.95)
Total Tons Sold                                                       52.9                49.1               3.8
Total Sales - Coal and Synfuel Combined                $           1,290.2   $         1,244.4   $          45.8

Price-Volume Variance
Unfavorable price variance (price decrease of $.95 at 52.9 million tons sold in 2000)            $         (50.5)
Favorable volume variance (increase in tons sold of 3.8 million at 1999 price of $25.33)                    96.3
                                                                                                 ----------------
Total Sales Dollar Variance for Coal and Synfuel                                                 $          45.8
                                                                                                 ================

          Our other revenues include revenues from Mining Technologies, royalty revenue, revenue from contract buy downs and other miscellaneous revenues incidental to operations. Technology equipment revenues decreased by $9.6 million for the twelve-month period ended December 31, 2000 primarily due to three fewer Addcar(TM)Highwall Mining Systems being operated under lease during 2000 than in 1999. Contract buydown revenue decreased by $22.1 million primarily due to fewer contract buyouts in 1999.

           Cost of Goods Sold

           The cost of goods sold totaled $1.123 billion for the twelve-month period ended December 31, 2000, compared to $1.041 billion for the twelve-month period ended December 31, 1999, an increase of $82.3 million or 8%. The growth in total cost of goods was predominately due to an increase in total production volume and significantly higher costs for fuel and transportation. Coal production increased by approximately 1.8 million tons or 4% from 46.4 million tons for the period ended December 31, 1999, to 48.2 million tons for the period ended December 31, 2000. The increase in production is mainly due to the net effect of the following differences between the 1999 and 2000 periods:

        o Additional production in 2000 due to the installation of Bowie's longwall mining system. Bowie's production increased by 3.3 million tons from 1.8 million tons in 1999 to 5.1 million tons in 2000.

• Increased production in 2000 from Marrowbone's Triad surface mine and Triad highwall mine of around 1.6 million tons.

• Approximately 1.5 million tons of additional production including the results of the Sunny Ridge acquisition for the entire 2000 period.

• 1 million tons of added production in 2000 from Leslie Resources' Beech Creek mine.

• 4 million fewer tons of production in 2000 from operations shut down in either 1999 or 2000. These include the Dunn and Mine 165 operations, Ikerd-Bandy's Alamo and Stoney Fork operations and Kindill's #1 Mine.

           Unit operating cost increased by $.03 per ton of coal sold, from $21.19 for the period ended December 31, 1999 to $21.22 for the period ended December 31, 2000. Rising fuel and transportation costs were partially offset by an overall growth in productivity resulting from restructuring some operations and when possible by reallocating production to lower cost and more efficient properties. Productivity in terms of tons per man-shift improved by approximately 8% from 45.8 tons per man-shift in 1999 to 49.4 tons per man-shift in 2000.

           Depreciation, Depletion and Amortization

           Depreciation, depletion and amortization for the twelve-month period ended December 31, 2000, totaled $253.5 million compared to $208.4 million for the twelve-month period ended December 31, 1999, an increase of $45.1 million or 22%. The increase in depreciation, depletion and amortization resulted primarily from additional depreciation on 1999 and 2000 capital expenditures, slightly increased production volume in 2000 and purchase accounting adjustments made in the latter part of 1999 that increased the depletion rate.

           Selling, General and Administrative Expenses

           Selling, general and administrative expenses for the twelve-month period ended December 31, 2000 were $41.8 million compared to $48.9 million for the twelve-month period ended December 31, 1999, a decrease of $7.2 million or 15%. The decrease in the 2000 period is related primarily to payments in 1999 of $4.5 million for severance agreements and bonuses and $2.2 million of other employee benefits.

           Special Items

           Special items for the twelve-month period ended December 31, 2000 were $11.7 million, compared to $87.7 million for the twelve-month period ended December 31, 1999, a decrease of $76 million. The 2000 costs relate primarily to non-deferrable costs associated with our debt refinancing. Most of the 1999 charges were to record closing costs and write-off non-recoverable assets associated with various mine closings.

           Interest Expense

           Interest expense for the twelve-month period ended December 31, 2000, was $167.6 million compared to $140.2 million for the twelve-month period ended December 31, 1999, an increase of $27.4 million or 20%. This increase resulted primarily from higher liquidated damage costs and increased interest rates on variable rate debt. We have agreed to file a registration statement under the Securities Act for our senior notes and senior subordinated notes that would provide for their resale. Because the registration statements were not filed or declared effective in the time periods allotted in the indentures, we have been required to pay liquidated damages to the note holders. Liquidated damages expense increased $3.4 million or 89% from $3.8 million for the period ended December 31, 1999 to $7.2 million for the period ended December 31, 2000.

           Loss on Sale of Assets

           We incurred a slight loss of $251,000 on the sale of assets for the twelve month period ended December 31, 2000 compared to a loss of $101.4 million on the sale of assets for the twelve month period ended December 31, 1999. Various miscellaneous asset sales combined to make up the small loss in 2000, but the 1999 loss was predominately from two transactions. As previously reported, in 1999, we disposed of 28.0 million tons of non-strategic mineral reserves in exchange for another 5.1 million tons of mineral reserves and a royalty adjustment. In a separate transaction we disposed of 6.0 million tons of mineral reserves and other miscellaneous assets in exchange for another 4.5 million tons of mineral reserves and cash of $1.2 million. Due to the premium allocated to the reserves transferred in each trade, these two exchanges resulted in book losses of $95.0 million and $5.8 million, respectively.

           Income Tax Benefit

           An income tax benefit of $53.1 million was recorded for the twelve-month period ended December 31, 2000, compared to a $93.5 million tax benefit for the twelve-month period ended December 31, 1999. The income tax benefit for the period ended December 31, 2000 was recorded due to a net loss before income taxes of $249.8 million. The income tax benefit for the period ended December 31, 1999 was recorded based upon a net loss before income taxes of $292.9 million. The change in the effective benefit rate from 38% to 22% is due mainly to the change in the deferred tax valuation allowance caused by alternative minimum tax considerations.

           Net Loss

           For the twelve-month periods ended December 31, 2000 and 1999, we incurred net losses of $196.7 million and $199.4 million, respectively.

Liquidity and Capital Resources

           Before the effective date of our plan of reorganization, we had a $150 million debtor-in-possession credit facility with Deutsche Bank Trust Company Americas, and an $875 million credit facility with UBS AG. We also had $200 million of 10.5% senior notes, $150 million of 11.5% senior subordinated notes, $115 million of 6.90% port facility revenue refunding bonds, $30.8 million of 6.95% industrial revenue refunding bonds, and $1 million of 4.4% adjustable rate industrial development revenue bonds.

           Effective May 9, 2002, we closed our $250 million credit facility with Deutsche Bank Trust Company Americas. This credit facility was used to repay our $150 million debtor-in-possession credit facility, provide credit support for our bonds, pay expenses related to the consummation of our plan of reorganization, and operate our business. We also distributed approximately $49 million in cash, $475 million of senior secured term notes and $450 million of 11.75% senior notes in satisfaction of our $875 million of pre-petition bank debt. We also cancelled all of our existing equity (including all options and warrants) and issued 20,000,000 shares of new common stock in satisfaction of our $496.8 million of pre-bankruptcy notes and industrial revenue bonds discussed in the preceding paragraph.

           As of March 31, 2002 and 2001

           The following is a summary of cash provided by or used in the indicated categories for the three-month periods ended March 31, 2002 and March 31, 2001.

                                    (in millions, except for per ton data)

                                                     March 31,             March 31,
             Cash Provided by (Used in)                2002                  2001
                                                 ------------------    ------------------

             Operating activities                $            12.6     $            11.1
             Investing activities                           (103.2)                (15.6)
             Financing activities                             48.3                 (21.2)

           During the period ended March 31, 2002, we had a net loss of $50.3 million compared to a net loss of $60.4 million for the same period in 2001. The 2002 loss included depreciation, depletion, and amortization charges of $68.3 million as opposed to depreciation, depletion, and amortization charges of $62.1 million for the 2001 period.

           Cash provided by operations was $12.6 million and $11.1 million for the periods ending March 31, 2002 and 2001, respectively. During the period ended March 31, 2002, cash flows from operations were affected by an increase in inventory of $26.3 million and a decrease in accounts receivable of $3.1 million as coal sales decreased due to a soft coal market. Also affecting cash flows from operations was a decrease in accounts payable of $14.7 million and an increase in accrued expenses and other non-current liabilities of $26.1 million related in most part to accrued interest. During the period ended March 31, 2001, cash flows from operations were affected by a decrease in inventory of $3.0 million and an increase in accounts receivable of $16.4 million as coal sales increased due to increased demand. Also affecting cash flows from operations was a decrease in accounts payable of $15.3 million and an increase in accrued expenses and other non-current liabilities of $40.5 million related in most part to accrued interest.

           Cash used in investing activities was $103.2 million and $15.6 million for the periods ended March 31, 2002, and 2001, respectively. During the period ended March 31, 2002, cash was used in investing activities for capital expenditures of $23.9 million and long-term investing activities of $79.4 million. Long-term investing activities included a payment to American Insurance Group for $55.0 million for a long-term reclamation policy as a solution to our bonding issues. Additional cash used for investing included cash collateral for letters of credit for bonding. During the period ended March 31, 2001, cash was used in investing activities for capital expenditures of $11.5 million and long-term investing activities of $11.4 million. During the first quarter we invested $5.0 million in a five-year CD with Kentucky Bank and Trust. This CD serves as a letter of credit, which allows MMI to lease equipment to us. Additionally, in the first quarter we deposited cash in an investment account with a financial institution for bonding purposes.

           Cash provided by (used in) financing activities was $48.3 million for the period ended March 31, 2002 and $(21.2) million for the period ended March 31, 2001. During the period ended March 31, 2002, cash was used in financing activities for repayments on long-term debt of $6.8 million, repayment of capital leases of $0.5 million and payments for financing costs of $5.4 million for our debtor-in-possession facility. During the period ended March 31, 2002, cash was provided from borrowings on the debtor-in-possession facility of $55.0 million and from draws on letters of credit under our credit facility of $6.0 million. During the period ended March 31, 2001, cash was used in financing activities for repayments on long-term debt of $20.6 million and repayment of capital leases of $575,000.

           As of December 31, 2001, 2000, and 1999

           The following is a summary of cash provided by or used in the indicated categories for the twelve-month periods ended December 31.

                                           (in millions)

      Cash Provided by (Used In)          2001                  2000             1999
                                          ----                  ----             -----
           Operating Activities       $       162.7        $       42.5      $        71.4
           Investing Activities              (125.8)              (42.8)            (140.8)
           Financing Activities               (29.4)               34.1               47.8

           During the period ended December 31, 2001, we had a net loss of $226.1 million compared to a net loss of $196.7 million for the same period in 2000, and a net loss of $199.4 million for the same period in 1999. The 2001 loss included depreciation, depletion, and amortization charges of $266.6 million as opposed to depreciation, depletion, and amortization charges of $253.5 million for the 2000 period. The 1999 net loss of $199.4 million included non-cash pretax losses on asset sales of $101.4 million and special write downs of $87.7 million as well as $208.3 million in depreciation, depletion, and amortization charges.

           Cash provided by operations was $162.7 million, $42.5 million and $71.4 million for the periods ended December 31, 2001, 2000 and 1999, respectively. Cash flow from operations for the period ended December 31, 2001 was enhanced by an increase in accrued expenses and other non-current liabilities of $135.7 million, primarily related to accrued and unpaid interest on outstanding loans. Cash flow from operations was lessened by a decrease in accounts payable of $18.8 million as we continued to work toward bringing vendor payments current. For the period ended December 31, 2000, cash flows from operations were increased by a decrease in receivables of $22.6 million and inventories of $18.4 million. Cash flows from operations were reduced by a $40.8 million net decrease in accounts payable as we sought to catch up vendor payments from 1999. Other assets increased $7.8 million primarily due to the prepayment of royalties and finance costs. Accrued expenses increased $15.5 million due to interest accruals and FAS 106 charges. Cash expenditures for reclamation exceeded accruals in 2000 by $31.7 million. Cash provided by (used in) operations was $71.4 million, for the year ended December 31, 1999. During the year ended December 31, 1999, we had a net loss of $199.4 million. Included in the 1999 loss were non-cash pretax losses on asset sales ($101.4) million and special write downs ($87.7) million. The soft steam market caused by a mild winter adversely impacted cash flow from operations. This resulted in a $3.6 million decrease in receivables. We decreased production at higher cost operations late in 1999, which led to a decrease in ending inventories of $4.6 million. Prepaid expenses and other assets decreased by $2.4 million primarily due to decreases in prepaid insurance, offset by increases in advanced royalties. Accounts payable increased $12.1 million, employee benefits increased $14.3 million, and accrued interest increased $2.5 million during the year. We had a decrease in the accrual for reclamation and mine closure costs of $45 million as a result of catch up costs associated with recent acquisitions. The severance liability for former Zeigler employees decreased $11.2 million, and accrued royalties decreased $6.3 million during the year as a result of changing our mining plans. Accrued expenses and other liabilities decreased $6.5 million primarily resulting from changes in reserves and other long-term liabilities.

           Cash used in investing activities was $125.8 million, $42.8 million and $140.8 million for the periods ended December 31, 2001, 2000, and 1999, respectively. During the period ended December 31, 2001, cash was used in investing activities for capital expenditures of $85 million and long-term investing activities of $55.1 million. Partially offsetting those uses of cash were proceeds from the sale of assets of $14.3 million. During the year ended December 31, 2000, net cash used in investing activities of $42.8 million was the result of capital expenditures totaling $69.9 million being partially offset with proceeds from the sale of assets totaling $27.1 million. During the year ended December 31, 1999, cash was used in investing activities for capital expenditures of $93.6 million and the acquisitions of Princess Beverly Coal, Sunny Ridge and McCoy Coal Company for $68.4 million. Partially offsetting those uses of cash were proceeds from the sale of assets of $21.2 million.

           Cash provided by (used in) financing activities was $(29.4) million, $34.1 million, and $47.8 million for the periods ended December 31, 2001, 2000, and 1999, respectively. During the period ended December 31, 2001, cash was used in financing activities for repayments on long-term debt of $41.3 million and capital leases of $2.3 million and financing our debtor-in-possession facility of $844,000. Offsetting these uses of cash during 2001 were borrowings from long-term debt of $15 million. During the period ended December 31, 2000, cash was provided from net borrowings of $75.6 million. Cash was used in financing activities for repayments of long-term debt and capital leases of $39.8 million and for the payment of debt issuance costs totaling $1.7 million. During the period ended December 31, 1999 cash was provided from borrowings of $135.8 million to fund the acquisitions of Princess Beverly, Sunny Ridge, and McCoy, to refinance the Zeigler bridge facility, to fund our insurance requirements and to help fund our working capital needs. Cash was used in financing activities for repayments on long-term debt and capital leases of $71.1 million and the payment of debt issuance and financing costs in the amount of $17.2 million.

Certain Liabilities

           We have long-term liabilities for pensions, retiree health care, work-related injuries and illnesses, and mine reclamation that are described in greater detail under "Business--Certain Liabilities."

Transactions with Formerly Related Parties

           Termination Rights Agreement

           As part of our reorganization, we entered into a Termination Rights Agreement with some of our former affiliates with respect to some related party agreements that survived the confirmation of our prepackaged plan of reorganization. These surviving agreements and the Termination Rights Agreement are described under "Transactions with Former Controlling Stockholder and Related Persons" on page [__]. The Termination Rights Agreement provides that for a period of six months from the effective date of our prepackaged plan, if we believe that prices for goods or services provided by former affiliates under such existing related party agreements exceed market price, we may enter into negotiations with such affiliates to obtain the same goods or services at market price. If the parties cannot reach agreement on new price terms, either party may terminate all (but not less than all) such related party agreements. The agreement also provides that for a period of six months from the effective date, we will have the right to give notice of termination with respect to up to 30% of some of our existing equipment leases with former affiliates with such termination effective in (i) 6 months for up to 20% of the leases and (ii) in 12 months for the remaining 10% of the terminated leases.

           Pre-Reorganization Transactions

           Before our reorganization took effect, we were closely held and entered into numerous transactions with related individuals and entities by virtue of having stockholders in common with us or because they were controlled by or related to our former controlling stockholder and chief executive officer, Larry Addington. Our lending agreements and notes required that all related party transactions or loans be for a bona fide business purpose on terms at least as favorable as those obtainable from an unaffiliated party unless otherwise authorized under the applicable agreement or indenture. In addition, all such transactions or loans had to be approved or ratified by a majority of our independent directors. Note 18 of the Notes to our consolidated financial statements describes our transactions with related parties, including our revenues, costs, and expenses for those transactions for 1999, 2000 and 2001.

Accounting Pronouncements

           In September 2001, the staff of the Financial Accounting Standards Board (FASB) cleared SFAS No. 133 Implementation Issue Number C16 (C16), which relates to scope exceptions in applying the normal purchases and sales exception for commodity contracts that contain volumetric variability or optionality under paragraph 10b of SFAS No. 133. C16 is effective for us on April 1, 2002. We do not believe adoption of C16 will have an effect on us. We believe our coal contracts with volumetric variability or optionality are exempted out of SFAS No. 133, because they fail to meet the net settlement criteria of SFAS No. 133, which would preclude such contracts from being considered derivatives.

           In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 eliminates the pooling-of-interests method and requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. It also requires intangible assets acquired in a business combination to be recognized separately from goodwill. SFAS No. 141 has had no impact on our financial position or results as we have not entered into any business combination transactions since June 30, 2001.

           We adopted SFAS No. 142, which addresses how goodwill and other intangible assets should be accounted for upon their acquisition and afterwards, on January 1, 2002. The adoption of SFAS No. 142 has had no impact on our financial position or results because we do not have recorded goodwill or intangible assets. Premiums paid in prior acquisitions have been allocated to mineral reserves and are amortized as the coal is mined.

           The primary impact of SFAS No. 141 and SFAS No. 142 on us will be their applications under fresh start accounting pursuant to SOP 90-7 upon emerging from bankruptcy. Note 2 of the Notes to our consolidated financial statements describes our liquidity and bankruptcy proceedings. Upon emergence, SFAS No. 141 will require the allocation of our value, as well as purchase price of any future business combinations, to the fair value of net assets, or net assets acquired, including reorganization value (goodwill) and other identified intangible assets. SFAS No. 142 will require that future goodwill (reorganization value) and intangible assets with indefinite lives not be amortized. Instead of amortization, goodwill will be subject to an assessment for impairment by applying a fair-value-based test annually and more frequently if circumstances indicate a possible impairment. If the carrying amount of goodwill exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

           In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligation" which addresses asset retirement obligations that result from the acquisition, construction or normal operation of long-lived assets. It requires companies to recognize asset retirement obligations as a liability when the liability is incurred at its fair value. The adoption of SFAS No. 143 will affect our recording of reclamation and closure obligations and disclosure requirements. Currently, we record the full (undiscounted) liability for end-of-mine reclamation obligations of all acquired mines in current dollars. Developed mines accrue at a rate per ton over its active life to the end-of-mine obligation. SFAS No. 143 will require us to cease the per-ton accrual approach and to discount all end-of-mine obligations to their fair values. The future accretion of the discounted obligation will be recorded to cost of operations. We are currently analyzing the impact of this Statement, which is required to be adopted January 1, 2003; however, pursuant to SOP 90-7, we will early adopt SFAS No. 143 upon fresh start accounting.

           In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is required to be adopted January 1, 2002. SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" and APB Opinion No. 30, "Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" and combines the two accounting models into a single model based on the framework established in SFAS No. 121. Effects of adopting SFAS No. 144 on January 1, 2002 have had no material impact on our earnings and financial position.

           The AICPA has issued an exposure draft Statement of Position titled "Accounting for Certain Costs and Activities Related to Property, Plant, and Equipment." This proposed statement of position applies to all nongovernmental entities that acquire, construct or replace tangible property, plant, and equipment including lessors and lessees. A significant element of the proposed statement of position requires that entities use component accounting for property, plant and equipment to the extent future component replacement will be capitalized. At adoption, entities would have the option to apply component accounting retroactively for all property, plant and equipment assets, to the extent applicable, or to apply component accounting as an entity incurs capitalizable costs that replace all or a portion of property, plant and equipment. The proposed effective date of the statement of position for us is January 1, 2003. We are currently analyzing the impact of this proposed statement of position. The final standard may differ from the standard proposed, so actual application may differ from that disclosed above.

Inflation

           Due to the capital-intensive nature of our activities, inflation may have an impact on the development or acquisition of mining operations, or the future costs of final mine reclamation and the satisfaction of other long-term liabilities, such as health care or black lung benefits. However, inflation in the U.S. has not had a significant effect on our operations in recent years.

Quantitative and Qualitative Disclosure about Market Risk

           Market Risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

           Our interest expense is sensitive to changes in the general level of interest rates in the U.S. At March 31, 2002, we had $510.3 million aggregate principal amount of debt under fixed rate instruments ($495.8 million included in liabilities subject to compromise) and $878.2 million of debt under variable rate instruments, with our old bank credit agreement making up $815.1 million of the variable rate instruments. At December 31, 2001, we had $517.7 million aggregate principal amount of debt under fixed rate instruments and $817.2 million of debt under variable rate instruments, with our old bank credit agreement making up $809.1 million of the variable rate instruments.

           Under the terms of our old bank credit agreement, the interest rate on borrowings thereunder was usually determined at our option as being either based on a LIBOR rate or an alternate base rate plus an applicable margin, each as defined in the old bank credit agreement. Since we were in default under our old bank credit agreement, the interest rate was set using the alternate base rate. Based on the variable rate debt outstanding as of March 31, 2002, a 100 basis point increase in interest rates would increase annual interest expense by approximately $8.8 million. Based on the variable rate debt outstanding as of December 31, 2001, a 100 basis point increase in interest rates would increase annual interest expense by approximately $8.0 million. From time to time, we entered into interest rate protection agreements to better manage our interest rate exposure. The most recent agreement, which terminated on June 30, 2001, capped the LIBOR rate at 8.15%.

           On a pro-forma basis, giving effect to our reorganization, $592 million of our outstanding indebtedness as of March 31, 2002 would bear interest at fluctuating market rates, and a 100 basis point increase in short-term interest rates as of that date would have increased annual interest expense by approximately $4.4 million.

           We are subject to commodity price risk based on the fluctuating market price of coal. We manage this risk through securing long-term coal supply agreements rather than through use of derivative instruments. In the future, as existing long-term contracts expire or become subject to price reopeners, our coal sales will be made at then-current market prices. As a result, our revenues and net income will be significantly affected by fluctuations in the price of coal.

           Some products used in mining activities, such as diesel fuel, are subject to price volatility. We use forward contracts to manage the volatility related to this exposure.

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

           We are not currently engaged in any interest rate, foreign currency exchange rate or commodity price hedging transactions.

THE COAL INDUSTRY

Introduction

           Coal is one of the most abundant, efficient and affordable natural resources, used primarily to provide fuel for the generation of electricity. According to the International Energy Agency, in 1997, coal provided 26% of the world's primary energy supply and was responsible for approximately 44% of the world's power generation. Coal was responsible for approximately 51% of electricity generation in the U.S. in 2001.

           The U.S. is the second largest coal producer in the world, exceeded only by China. Other leading coal producers include Australia, India and South Africa. The U.S. has the largest coal reserves in the world, with an estimated 250 years of supply based on current usage rates. U.S. coal reserves are more plentiful than U.S. oil and natural gas reserves, with coal representing more than 85% of the nation's fossil fuel reserves. Approximately 62% of U.S. coal is produced by surface mining methods, while the remaining 38% is produced by underground mining methods.

           U.S. coal production has nearly doubled during the past 30 years. In 2001, total U.S. coal production was estimated at over 1.1 billion tons, representing a 4.4% increase from 2000. Coal production is projected to increase at an annual rate of 1.3% through the year 2020. Factors driving this steady increase in coal production include:

• the lower cost of generating electricity with coal, compared to oil, natural gas and nuclear power;

• decreased reliance on nuclear powered generation;

• volatile natural gas prices; and

• strong economic growth.

           The U.S. coal industry operates in a highly regulated environment that governs all mining and mine safety activities, including land reclamation, which requires mined land to be restored to a condition equal to or better than that existing before the mining. Coal mining in the U.S. has become a relatively safe occupation, relying on sophisticated technology and a skilled work force to become one of the safest, most productive coal industries in the world.

           Utilities use approximately 90% of the coal consumed in the U.S. for the generation of electricity. Coal continues to be the principal energy source for U.S. utilities, with coal-fired plants generating over half (approximately 51%) of U.S. electricity, as compared with 20% from nuclear, 16% from gas-fired, 7% from hydroelectric facilities and 5% from petroleum and other sources in 2001. Beginning in the 1980s and continuing through mid-2000, coal prices under long-term sales contracts have generally decreased, but coal prices increased significantly beginning in the second half of 2000. Spot market coal prices generally have fluctuated due to seasonal variations in supply and demand caused by weather, but the coal market saw a significant increase in spot pricing beginning in the late summer of 2000 and continuing through the early spring of 2001. Though spot prices declined during the latter part of 2001 and in 2002 - primarily due to the exceptionally warm winter across most of the country and to the slowdown in the U.S. economy during 2001 - spot pricing remains above the levels of the late 1990's and early 2000. The net increase in spot pricing during this period has allowed for higher contract prices for coal sold under long-term contracts entered into after the later part of 2000. Although no one can truly predict what the market may do, we expect contract and spot prices to stay at or slightly above current levels. Given a return to economic growth and normal weather patterns in the U.S., we believe the market weakening brought on by unseasonably warm temperatures for the winter of 2002 is temporary, and that demand will return to its pattern of growth after the temporary state of higher than normal utility coal stockpile levels works itself out.

           Until recently, despite the increased consumption and the many inefficient mines that had closed in the last ten years, coal mining companies with improving productivity had filled the increasing demand without price increases. According to statistics compiled by the federal government, although the number of operating mines declined 65.8% from 1987 through 2001, production during that same time increased 18.1%. Thus, productivity gains contributed to the decline of coal prices prior to 2000.

           Lower coal prices from the 1980s through 1999 caused mining companies to shut down operations. Increased permitting requirements made it more difficult and time-consuming to obtain new mining permits and begin mining. Additionally, many mining companies are too highly leveraged to open new mines. The U.S. coal industry has undergone significant consolidation since 1987. The ten largest coal producers in 1987 accounted for 36.4% of total domestic coal production. In 2001, the ten largest coal companies accounted for 68% of total domestic coal production. These companies incurred significant debt in connection with such consolidation.

           A recent report by the U.S. Department of Energy forecasts that the demand for coal in the U.S. generally will increase steadily over the next 18 years. In addition, clean air concerns and legislation have increased consumption of coal with a lower sulfur content mined in Central Appalachia and the western U.S. The following table highlights the increases in coal demand as projected by the Department of Energy:

                                                 Coal Demand Forecast
                                                 ---------------------
                                    2005       2010         2015         2020
                                    ----       ----         ----         ----

Domestic
    Utility..................     1,065        1,141        1,183       1,254
    Metallurgical............        26           24           22          20
    Industrial/Other.........        85           86           89          92
                                     --           --           --          --

    Total Domestic...........     1,176        1,251        1,294       1,365
    Total Export.............      (38)          (35)         (34)        (35)

Total Demand.................     1,138        1,216        1,260       1,330
    Consumers Stock Change...        (2)         (2)          (3)         (3)
                                     --          --           --          --

    Total Consumption........     1,136        1,214        1,257       1,127
                                  =====        =====        =====       =====

Coal Types

           In general, coal is classified by Btu content and sulfur content. In ascending order of heat values, measured in British Thermal Units or "Btus," the four basic types of coal are lignite, sub-bituminous, bituminous and anthracite. Coal of all geological composition may be used as steam coal. Bituminous coal must have certain characteristics to qualify for use as metallurgical coal.

           Lignite Coal. Lignite coal is a brownish-black coal with a Btu content that generally ranges from 3,500 to 8,300 Btus per pound. Major lignite operations are located in Texas, North Dakota, Montana and Louisiana. Lignite coal is used almost exclusively in power plants adjacent to the mine because the addition of any transportation costs to the mining costs would exceed the price a customer would pay for such low-Btu coal.

           Sub-bituminous Coal. Sub-bituminous coal is a black coal with a Btu content that ranges from approximately 8,300 to 11,500 Btus per pound. Most sub-bituminous reserves are found in Montana, Wyoming, Colorado, New Mexico, Washington and Alaska. Sub-bituminous coal is used almost exclusively by electric utilities and some industrial consumers.

           Bituminous Coal. Bituminous coal is a "soft" black coal with a Btu content that ranges from 10,500 to 14,000 Btus per pound. This coal is found in Appalachia, the Midwest, Colorado and Utah, and is the type most commonly used for electric power generation in the U.S. Bituminous coal is used to generate steam by utility and industrial customers, and as a feedstock for metallurgical purposes in steel production. Coal used in metallurgical processes has higher expansion/contraction characteristics than steam coal.

           Anthracite Coal. Anthracite coal is a "hard" coal with a Btu content as high as 15,000 Btus per pound. Anthracite deposits are found primarily in eastern Pennsylvania, and are used primarily for utility, industrial and home heating purposes.

Coal Qualities

           Steam Coal

           The primary factors considered in determining the value and marketability of steam coal include the Btu content, sulfur content, and the percentage of ash (small particles of inert material), moisture and volatile matter.

           Btu Content. The Btu content provides the basis for satisfying the heating requirements of boilers. Coal having a lower Btu content frequently must be blended with coal having a higher Btu content to allow the consumer to use the coal efficiently in its operations.

           Sulfur Content. Due to the restrictive environmental regulations regarding sulfur dioxide emissions, coal is commonly described with reference to its sulfur content, measured by pounds of sulfur dioxide produced per million Btus (SO/2/ /MMBtu).

         (a)      Classification             Sulfur content
                                         (pounds SO/2/ /MMBtus)
                                         ----------------------

         Super-compliance                      Up to 0.8
         Compliance                            Up to 1.2
         Low-sulfur                            Up to 1.6
         Near low-sulfur                 Over 1.6 and up to 2.5

           Super-compliance and compliance coal exceed the current requirements of Phase I of the Clean Air Act Amendments of 1990 and meet or exceed the requirements of Phase II of that legislation. Consumers using super-compliance and compliance coal can either earn sulfur emission credits, which they can sell to other coal consumers, or blend the coal with higher sulfur coal to lower the overall sulfur emissions without having to install expensive sulfur-reduction "scrubber" technology. Super-compliance coal is desirable because utilities can burn it without blending and earn sulfur emission credits or blend it with higher-sulfur non-compliance coal even under Phase II requirements. Generally, a utility can burn near low- sulfur coal without scrubbing by blending with super-compliance coal or by purchasing reasonable quantities of emissions credits to comply with the Phase II requirements.

           Ash Content. The non-combustible nature of ash diminishes the heating value of the coal. Therefore, coal with a higher percentage of ash will have a lower heating value. For electric utilities, the percentage of ash is important not only for its effect on heating value, but also because it affects the amount of combustion by-products. Electric utilities typically require coal with an ash content ranging from 6% to 15%, depending on individual power plant specifications. More stringent ash standards apply for metallurgical coal, typically requiring less than 8% ash. Moisture content also diminishes the heating value of coal. A high percentage of moisture also may cause customers to experience problems handling the coal. Moisture concerns arise principally with coal from the Powder River Basin. Volatile matter, combustible matter that vaporizes easily during combustion, is important for electric utilities because most utility power plant boilers are designed to burn coal having a medium to high percentage of volatile matter.

           Metallurgical Coal

           Metallurgical coal is a type of coal used in making steel, and is distinguished by special quality characteristics that include high carbon content, low expansion pressure, low sulfur content, and various coal chemistry attributes. Metallurgical coal is also high in heat content, and therefore is desirable to utilities as fuel for electrical 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. According to RDI, the primary concentration of U.S. metallurgical coal reserves is in the Central Appalachian region.

Coal Regions

           The majority of U.S. coal production comes from six regions: Northern Appalachia, Central Appalachia, Southern Appalachia, the Illinois Basin, the Rocky Mountains, and the Powder River Basin.

           Northern Appalachia. Northern Appalachia includes northern West Virginia, Pennsylvania and Ohio. Coal from this region generally has a high Btu content (12,000-13,000 Btus per pound of coal). However, its sulfur content (1.5%-2.5%) generally does not meet the Phase II standards.

           Central Appalachia. Central Appalachia includes southern West Virginia, eastern Kentucky and Virginia. Coal from this region generally has a low sulfur content (0.7%-1.5%) and high Btu content (12,000-13,500 Btus per pound of coal). Most of this coal complies with Phase I standards. Central Appalachia sources provide most of the U.S.'s overseas export coal.

           Southern Appalachia. Southern Appalachia includes Tennessee and Alabama. Coal from this region also has a low sulfur content (0.7%-1.5%), which generally satisfies Phase I standards, and a high Btu content (12,000-13,000 Btus per pound of coal). While the region's highly variable thin seams impair productivity, readily accessible waterways and proximity to southern utility plants help to reduce delivery costs of coal from this region to utility customers.

           The Illinois Basin. The Illinois Basin includes western Kentucky, Illinois and Indiana. Coal from this region varies in Btu content (10,000-12,000 Btus per pound of coal) and has a high sulfur content (2.5%-3.5%). Generally, unwashed Illinois Basin coal will not satisfy the Phase I or Phase II standards. However, Illinois Basin coal is burned in plants equipped with scrubbers, blended with low-sulfur coal or burned by plants with sulfur dioxide emission credits.

           The Rocky Mountains. The Rocky Mountain region consists of Utah and Colorado. The coal from this region has a low sulfur content (0.4%-0.5%) and varies in Btu content (10,500-12,800 Btus per pound of coal). This coal complies with Phase I and Phase II standards. A portion of U.S. coal exports come from this region.

          The Powder River Basin. The Powder River Basin consists mainly of northeastern Wyoming and southeastern Montana. This coal has a very low sulfur content (0.25% to 0.65%), a low Btu content (8,000-9,200 Btus per pound of coal) and a very high moisture content (20%-35%). All of this coal complies with Phase I and Phase II standards, but many utilities cannot burn it without lowering the efficiency of their plants unless it is blended with higher Btu coal.

Mining Methods

           Coal is mined using either surface or underground methods. The method used depends upon several factors, including the proximity of the target coal seam to the earth's surface, and the geology of the surrounding area. The mining methods used at each of our mining operations are described under "Business--Mining Operations."

           Surface techniques generally require a favorable stripping ratio, which indicates the amount of overburden that must be removed to excavate a given quantity of coal. Underground techniques are used for deeper seams. In 2001, surface mining accounted for approximately 65% of total U.S. coal production, with underground mining accounting for the balance of production. Surface mining generally costs less and has a higher recovery percentage than underground mining. Surface mining typically results in the recovery of 80% to 90% of the total coal from a particular deposit, while underground mining typically results in the recovery of 50% to 60%.

           Surface Mining Methods

           Mountaintop Mining. Mountaintop mining involves removing all material above the coal seam before removal of the coal, leaving a relatively level plateau in place of the hilltop after mining. This method achieves a more complete recovery of the coal. However, its feasibility depends on the amount of overlying material in relation to the coal to be removed.

           Area Mining. Area mining essentially involves a large-scale moving trench. After removal of the initial overburden from a trench, the trench progresses forward over the coal seam. As the trench moves forward, the stripped overburden is moved to the back side of the trench. Area mining is usually performed with draglines, truck and shovel units and large dozers.

           Contour Mining. Contour mining is conducted on coal seams where mountaintop removal is not feasible because of the high overburden ratios. Mining proceeds laterally around a hillside at essentially the same elevation, assuming the seam is fairly flat. The contour cut in a coal seam provides a flat surface that can be used to facilitate highwall mining or the less efficient auger mining (both discussed below). This is a common surface mining method in the steeper slopes of the Appalachian coalfields.

           Auger Mining. In auger mining, the miners remain outside of the mine and a large, corkscrew-like machine (the "auger") bores into the side of a hill and extracts coal by "twisting" it out. Many of our competitors use this method, which is less efficient than highwall mining. Auger mining generally permits the extraction of coal to depths of only 300 feet or less.

           Highwall Mining. Highwall mining is an innovative mining method that uses a highwall mining system. This mining system bores into the face of a coal seam using a continuous miner and transports coal to the surface using a variety of transportation methods. Projects requiring large volumes of coal production can use the highwall mining system as the primary production machine for mining in trench, box, open-pit or contour cuts which are types of excavations commonly used in surface mining to gain access to coal seams.

           Underground Mining Methods

           Room and Pillar Mining. Room and pillar mining uses remote-controlled continuous miners that cut a network of interconnected 20-foot wide passages as high as the coal seam. Roof bolters stabilize the mine roof and pillars are left to provide overall roof support. As a result of significant technological advances, this mining method has become the most common method of underground mining. Room and pillar mining is used as a primary recovery method in smaller mines and for developing a network of panels for longwall mining.

           Longwall Mining. Longwall mining uses powerful hydraulic jacks, varying from four to 12 feet in height, to support the roof of the mine while mobile shearing machines extract the coal. High capacity chain conveyors then move the coal to a high capacity mine belt system for delivery to the surface. The longwall machine generally cuts blocks of coal, referred to as longwall panels, that have a width of approximately 900 feet and a length of approximately 10,000 feet. Longwall mining is a low-cost, high-output method of underground mining that results in the recovery of approximately 60% of coal reserves. In addition, longwall mining is much faster than room and pillar mining. After a longwall panel is cut, the longwall machine must be disassembled and moved to the next panel location, a process which generally takes one to two weeks.

Coal Preparation and Blending

           Depending on coal quality and customer requirements, raw coal may in some cases be shipped directly from the mine to the customer. Generally, raw coal from mountaintop removal, contour and strip mines can be shipped in this manner. However, the quality of most raw coal does not allow it to be shipped directly to the customer without processing in a preparation plant. Preparation plants separate impurities from coal. This processing upgrades the quality and heating value of the coal by removing or reducing sulfur and ash-producing materials, but entails additional expense and results in some loss of coal. Coals of various sulfur and ash contents can be mixed or "blended" at a preparation plant or loading facility to meet the specific combustion and environmental needs of customers. Coal blending helps increase profitability by reducing the cost of meeting the quality requirements of specific customer contracts, thereby optimizing contract revenue.

Customers

           The U.S. coal industry's principal customers are electricity generators. Over the last ten years, annual coal consumption in the U.S. has grown steadily, reaching a level of approximately 1.1 billion tons in 2001. This steady growth in coal consumption reflects the growth in the demand for electricity over the same period, because the electric utility industry accounts for 90% of domestic coal consumption. In 2001, coal-fired utilities generated approximately 51% of the nation's electricity, followed by nuclear (20%), gas-fired (16%) and hydroelectric (7%) utilities. The U.S. Department of Energy expects electricity usage to increase at an average annual rate of 1.8% to the year 2020. Because coal is one of the least expensive and most abundant resources for the production of electricity, and imports of coal historically have not exceeded 1.0% of domestic coal consumption, industry analysts expect domestically produced coal to continue to play a significant role in generating electricity in the future.

           Electricity can be generated less expensively using coal than natural gas, oil or nuclear energy. The delivered cost of coal for utilities averaged $1.23/MMBtu in 2001 compared to an estimated average cost of $4.41/MMBtu for natural gas. Although the cash operating costs of nuclear and hydroelectric energy are less expensive than coal, no new nuclear plant permits have been issued since 1978, and some existing plants are approaching the end of their useful lives. Additionally, the availability of hydroelectricity is limited. Oil and all other petroleum by-products accounted for less than 6.0% of all utility fuel consumption in 2001.

Utility Deregulation

           Since 1935, domestic electric utilities have operated in a regulated environment, with prices and return on investment being determined by state utility and power commissions. In April 1996, the Federal Energy Regulatory Commission established rules providing for open access to electricity transmission systems, thereby initiating consumer choice in electricity purchasing and encouraging competition in electricity generation. Industry analysts anticipate that the open access rules will create a national market for the sale of wholesale electricity where competition will primarily focus on price. Within the electric utility industry, the increased focus on price should favor low-cost producers of electricity. Among the eastern states, Kentucky, South Carolina, West Virginia, Indiana, Virginia, Ohio and Georgia are in the top half of low cost electricity producers. Competition will likely benefit the coal industry generally because coal is a relatively low-cost fuel for electricity generation. Within the coal industry, companies with customers that are low-cost producers and have excess capacity are likely to see the greatest increase in coal demand. However, it is not currently possible to assess the overall impact on the wholesale power market that may result from developments related to the California energy crisis and Enron bankruptcy.

           Our primary customers are low-cost electricity producers located in the eastern half of the U.S., where we focus our marketing efforts. Since utilities are currently regulated, we believe that the sales price of their electricity is a reasonable proxy for the relative generation costs within those states. We believe we are a low-cost coal supplier to those utilities that have relatively low costs and can benefit from deregulation. Consequently, we believe that we share the opportunity to benefit from electric utility deregulation.

Environmental Laws

           Various federal, state and local environmental laws have had, and will continue to have, a significant effect on the domestic coal industry. These laws govern matters such as employee health and safety, limitations on land use, permitting and licensing requirements, air quality standards, water pollution, plant and wildlife protection, reclamation and restoration of mining properties after mining is completed, discharge of materials into the environment, surface subsidence from underground mining and the effects of mining on groundwater quality and availability. In addition, the electric utility industry is subject to extensive regulation regarding the environmental impact of electricity generation activities which could affect demand for coal. New legislation or regulations could be adopted that may have a significant impact on coal mining operations or the ability of coal customers to use coal. See "Risk Factors--Risks Related to Government Regulation" and "Government Regulation--Environmental Laws."

BUSINESS

Overview of Business

           We are the fourth largest coal producer in the U.S. as measured by revenues Beginning in October 1997, we grew substantially by acquiring coal mining operations. From October 1997 through April 1999, we purchased 11 coal mining operations for an aggregate purchase price in excess of $1.2 billion (including assumption of debt). Our predecessor company was formed in 1995 to acquire the coal assets of Addington Resources, Inc.

           We conduct mining operations in five states at a total of 42 mines, including 27 surface mines and 15 underground mines in three regions: Central Appalachia, the Illinois Basin and the Rocky Mountains. In 2001, we produced over 46 million tons of coal. Historically, approximately 60% of our production has originated from surface mining, and the remaining production has originated from underground mining. According to our reserve studies prepared by the engineering firm of Marshall Miller & Associates, we control approximately 1.7 billion tons of proven and probable coal reserves available for mining projects.

           Our primary customers are low-cost electric utility companies in the eastern half of the U.S. We currently generate approximately 79% of our revenues from 43 long-term contracts to sell steam coal to domestic electric utilities. As of March 31, 2002, our long-term sales contracts had an average remaining term of approximately 4 years on a volume-weighted basis. We also sell steam coal under short-term contracts and on the spot market and supply premium-quality metallurgical coal to steel producers.

           Our use of diverse mining methods and mobile equipment gives us flexibility to adjust our operations to meet changing market conditions. We believe that our use of several different mining methods ensures maximum production, lower costs and efficient reserve utilization. These methods include large-scale surface mining using draglines, smaller-scale surface mining using mobile equipment, large-scale underground mining using longwall mining equipment, and smaller-scale underground mining using continuous mining equipment. See "The Coal Industry--Mining Methods" for a detailed description of mining methods. In addition, our patented highwall mining system gives us both a proprietary low-cost mining method and a source of revenue from the lease of the systems and related contract operations to outside entities. The highwall mining system allows us to reduce effective stripping ratios, resulting in a significant decrease in the extraction cost per ton of coal. The highwall mining system also enables us to reduce operating costs and to extract coal profitably from reserves that may otherwise have been uneconomical to mine. See "--Highwall Mining Business" below.

Business Strategy

           Since 1997 we have adopted a business strategy of consolidating regionally. This involves integrating our businesses we have acquired since October 1997, acquiring complementary reserves and continuing to focus on our existing customer base. To implement this strategy, we will seek to improve safety performance, increase profitability, and reduce debt. Specifically, the we will:

• Continue to optimize the our portfolio of mining assets. We believe that the primary advantage of our consolidation strategy is our ability to optimize the matching of multiple contracts to multiple production sources wherever possible under "multi-source" arrangements with customers. This flexibility allows us to reduce transportation costs, maximize pricing and ensure a more efficient fulfillment of coal contracts. By increasing production at our most efficient mines and sites that are closest to our customers' facilities, we believe we can maximize our operating margins.

• Continue to use low-cost mining methods. We will continue to concentrate our cost reduction efforts on using low-cost mining methods to the fullest possible extent, reducing transportation costs by producing coal from multiple mines and eliminating certain redundant corporate expenses. By continuously optimizing our mix of assets, mining methods, product quality and logistics, we have been, and believe we will continue to be, a low-cost producer in the regional markets in which we participate.

• Focus on key electric utility customers. We intend to focus on maintaining and increasing our portfolio of long-term sales contracts with key customers. Except for certain customers served by our Rocky Mountain mine, all of these key customers are located in the eastern half of the U.S. Currently, we ship coal to 27 utilities under long-term agreements. More than one-third of our coal sales for 2001 were to operating divisions of the Tennessee Valley Authority, American Electric Power, the Southern Company and Carolina Power & Light. Our portfolio of mines has enabled us to add new electric utility customers.

• Reduce mining and administrative costs while establishing a new post-restructuring culture. Our management will use its revived balance sheet to achieve improved vendor terms, equipment financing and to take advantage of other cash saving options that have not been available over the last two years.

• Generate revenue from highwall mining systems. In addition to reducing costs by using our highwall mining systems in our West Virginia and eastern Kentucky operations, we are also leasing three highwall mining systems to a third party and intend to pursue additional leasing opportunities to increase our revenue stream from the patented highwall mining system technology.

Coal Production

           We currently conduct mining operations at 27 surface mines and 15 underground mines in three regions: Central Appalachia, the Illinois Basin and the Rocky Mountains. Historically, approximately 60% of our production has come from surface mines, and the remaining production has come from our underground mines. The following table presents each mining region's production, in millions of tons, for the year 2001 for the period beginning January 1, 2002 and ending March 31, 2002:

                                                 2001          1/1/02 - 3/31/02
                                                  -----------  ----------------
                                                   (in millions of tons)
Mining Region
    Central Appalachia.......................    35,502               7,010
    Illinois Basin...........................     8,683               2,134
    Rocky Mountains..........................     5,389               1,457
         Total...............................    45,574              10,601

           We use mountaintop removal mining wherever possible because it provides for the recovery of more coal per acre and facilitates the permitting of larger projects, which allows mining to continue over a longer period of time than would be the case using other mining methods. We also use other surface mining techniques, including contour mining, to the extent practicable. We currently use six highwall mining systems for our highwall mining operations. In many situations, the highwall mining systems are more cost-effective than traditional mining methods.

           As part of our strategy to expand low-cost operations, we operate an underground longwall mining system at our Bowie mine in Colorado. Using the longwall mining system enhances our ability to produce large volumes of high quality, low-cost compliance coal. This compliance coal is sold to electric utilities in the western U.S., as well as to eastern coal customers such as the Tennessee Valley Authority.

Mining Operations

           The following table sets forth, in thousands of tons, estimated proven and probable coal reserves for our mining operations as of December 31, 2001. Proven and Probable Reserves are those reserves that are currently being mined or have been developed so they can be mined with minimal additional preparation. The data are derived from reserve studies prepared by Marshall Miller. While we believe the estimates are reasonable, we cannot assure you that the coal reserve data are accurate in all respects.

                                                       Proven and
                                                   Probable Reserves
                               Number                                                              Year
                               of         Total                        Average   Average            Established
                               Active     (thousands  Owned   Leased   Btu       Percent Mining     or
Mining Operation               Mines      of tons)    %       %        Content   Sulfur  Method(1)  Acquired
- ----------------               -------    ---------   -----   -----    -------   ------- ---------  ----------
I.  CENTRAL APPALACHIA

Kentucky (East)
Addington Mining ............      4        5,628        0     100       12,300      0.9  SM         1984
Leslie Resources ............      4       28,293        0     100       12,000      1.1  SM         1998
Pike County Coal ............      4       12,249       74      26       12,700      1.1  DM         1998
Pine Mountain ...............      1        4,312       50      50       12,800      1.1  DM         1998
StarFire ....................      2       40,111       70      30       12,800      1.1  SM         1998
Straight Creek Surface ......      1          958        1      99       12,800      1.0  SM         1998
Straight Creek Underground ..      1        2,187        7      93       12,900      1.0  DM         1998
Sunny Ridge Mining

Company .....................      4       15,822        5      95       12,600      1.1  SM         1999
17 West Mining ..............      1       17,660        0     100       12,000      1.0  SM/DM      1998
Russell Fork Reserves .......      0       20,000        0     100       12,000      1.4  SM/HWM     1998
East Kentucky Energy Corp. ..      0       34,490        0     100       12,700      1.3  SM/DM      1998

West Virginia
CC Coal (Battle Ridge) ......      2       27,954        0     100       12,200      0.8  SM         1998
Cyprus of West Virginia .....      1        7,816        1      99       12,300      0.9  DM/SM      1998
Marrowbone Development
Company .....................      6       14,022        5      95       12,000      0.7  DM/SM/HWM  1998
Evergreen Mining Co. ........      1       47,901       55      45       12,300      0.9  SM         1998
East Kentucky Energy Corp. ..      0       70,441        0     100       12,000      0.9  DM/SM/     1998
(Heritage) ..................                                                                        HWM
Mid-Vol .....................      5       20,499        0     100       13,000      0.6  SM/DM      1998
Hanna Land Co., LLC .........      0       25,642        0     100       12,500      0.8  SM         1998
Princess Beverly ............      1        2,964        0     100       12,500      0.8  SM         1998
Subtotal ....................     38

II. SOUTHERN APPALACHIA

Tennessee
Cyprus of Tennessee .........      0       10,902      100       0       12,300      1.0  SM         1998
Tennessee Mining, Inc. ......      0       42,141      100       0       12,200      2.2  DM/SM      1995
Subtotal ....................      0

III. ILLINOIS BASIN

Illinois
Turris Coal Company .........      1      131,614       33      67       10,500      3.0  DM         1998
Old Ben Coal Co. Mine #11 ...      1       18,700       25      75       11,100      3.0  DM         1998
Unassigned Reserves .........      0      822,999       90      10       11,070      2.9  DM         1998

Indiana
Midwest Coal Co. ............
(Chinook) ...................      0        7,850       99       1       10,750      3.8  SM         1998
Kindill Mining Inc. #1 ......      0       35,917       19      81       11,500      3.9  SM         1998
Kindill Mining Inc. #2 ......      1       13,455       58      42       11,600      3.8  SM         1998
Kindill Mining Inc. #3 ......      1       18,222       96       4       10,800      1.2  SM         1998
Beech Coal Co. (Sycamore) ...      1       17,215       79      21       10,900      2.0  SM         1998
Other Indiana Deep Reserves .      0       32,004       85      15       11,300      3.8  SM/DM      1998

Kentucky (West)
Muhlenberg (West Kentucky) ..      0       13,058      100       0       11,400      3.3  DM         1998
Cyprus Ayrgem ...............      0            0      100       0       11,300      2.5  SM         1998
Subtotal ....................      5
IV. ROCKY MOUNTAINS
Colorado
Bowie Resources, Ltd. .......      1       49,335       28      72       12,800      0.4  DM         1998

V. OTHER COAL PROPERTIES
Arkansas
BCD Sparta ..................      0       39,150        0     100        5,650      0.4  DM         1998

California
Cyprus Stone Canyon .........      0       10,000      100       0       11,700      3.5  DM         1998

Montana
Crow Property ...............      0       12,000      100       0        8,900      0.3  SM         1998

Washington
FLC Vader ................... 43,077           26       74   7,025                   0.5  SM         1998

VI. TOTAL ...................     44    1,716,623

(1)      DM = Deep Mining; SM = Surface Mining and HWM = Highwall Mining.

           You should note that reserve studies are estimates based on an evaluation of available data. Actual reserves may vary substantially from the estimates. Estimated minimum recoverable reserves are comprised of coal that is considered to be merchantable and economically recoverable by using mining practices and techniques prevalent in the coal industry at the time of the reserve study, based upon then-current prevailing market prices for coal. We use the mining method that we believe will be most profitable with respect to particular reserves. We believe the volume of our current reserves exceeds the volume of our contractual delivery requirements. Although the reserves shown in the table above include a variety of qualities of coal, we presently blend coal of different qualities to meet contract specifications. See "Risk Factors--Risks Related to the Industry."

           In the following sections, we describe the operating characteristics of the principal mines and reserves of each of our mining units.

Central Appalachia Region

           This region includes all of our mining operations in southern West Virginia and eastern Kentucky. We own and lease 38 surface and underground mines in this region, which produced approximately 35.50 million tons of coal in 2001, or approximately 13.0% of the total coal production in the region. As of December 31, 2001, we had 825 union and 1,709 union-free employees in this region. In 2001, our production in this region accounted for approximately 77.9% of our total coal production.

Kentucky

           Addington Mining

           The four Addington Mining mines are located in Pike and Breathitt Counties in eastern Kentucky. We use the mountaintop removal method to mine four seams of coal at these mines. Production from these mines in 2000 totaled approximately 4.65 million tons, and totaled approximately 3.25 million tons for the year ending December 31, 2001. Coal mined from these operations has an average sulfur content of 0.9%, an average ash content of 10% and an average Btu content of 12,300. We employ 236 union-free employees and no union employees at these mines. Coal from these mines is transported by truck to river and rail loadout facilities. We estimate these properties contain approximately 5.6 million tons of proven and probable reserves.

           Leslie Resources

           The Leslie Resources mines are located in Perry, Knott and Leslie Counties in eastern Kentucky. We use mountaintop removal mining and contour mining to mine four seams of coal at these mines. Production from these mines totaled approximately 6.35 million tons in 2000 and approximately 5.24 million tons in 2001. Coal mined from these operations has an average sulfur content of 1.1%, an average ash content of 12% and an average Btu content of 12,000. We employ 436 union-free employees and no union employees at these mines. Coal from these mines is transported by truck to a unit train loading facility which we own and operate. We estimate these properties contain 28.3 million tons of proven and probable reserves.

           Pike County Coal

           The Pike County Coal mines are located in Pike and Knott Counties, in eastern Kentucky. We use the room and pillar method to mine three seams of coal at these mines. Production from these mines totaled approximately 2.10 million tons in 2000 and approximately 1.41 million tons in 2001. Coal mined from this operation has an average sulfur content of 1.1%, an average ash content of 9% and an average Btu content of 12,700. We employ 178 union-free employees and no union employees at these mines. We estimate these properties contain 12.2 million tons of proven and probable reserves. We own and operate a coal preparation plant and a unit train loading facility in connection with these mines.

           Mountain Coals--Starfire Mine

           The Starfire Mines are located near Perry and Knott Counties in eastern Kentucky. Using a dragline/shovel operation, supplemented with end loaders and dozers, we mined four main seams and an occasional fifth seam of coal. Production from this mine totaled approximately 1.91 million tons in 2001. Coal quality from this operation has an average sulfur content of 1.1%, an average ash content of 13% and an average Btu content of 12,800. We employ 136 union and 22 salary employees at this mine. Coal from this mine is transported by truck to various locations. We estimate this property contains 40.1 million tons of proven and probable reserves.

           Straight Creek

           The Straight Creek mines, which include the Pine Mountain mine, are located in Leslie County, Kentucky. We use room and pillar mining and mountaintop removal mining to mine multiple seams of coal at these mines. Production from these mines totaled approximately 2.59 million tons in 2000 and approximately 2.0 million in 2001. Coal mined from this operation has an average sulfur content of 1.0%, an average ash content of 8% and an average Btu content of 12,800 for surface mines and 12,900 for underground mines. Contract mine operators are used at the Straight Creek mining operations. We employ 36 union-free employees at these properties to operate the preparation plants and unit train loadout operations. We estimate these mines contain 3.1 million tons of proven and probable reserves. We own and operate two preparation plants, a coal blending facility and a unit train loading facility in connection with these properties.

           Sunny Ridge

           The Sunny Ridge mines are located in Pike County, Kentucky. We use mountaintop removal and contour mining to produce coal from four seams at these mines. Production from these mines totaled approximately 2.20 million tons in 2000 and approximately 2.41 million tons in 2001. Coal mined from this operation has an average sulfur content of 1.1%, an average ash content of 12% and an average Btu content of 12,600. We employ 204 union-free employees and no union employees at these mines. We estimate that these properties contain 15.8 million tons of proven and probable reserves. We operate a unit train loadout facility in conjunction with these mines.

           17 West

           The 17 West mine is located in Martin County, Kentucky. We use mountaintop removal and contour mining to produce coal from three seams of coal at this mine. Production from the 17 West totaled approximately 2.56 million tons in 2000 and approximately 1.80 million tons in 2001. Coal qualities average 1.0% sulfur, 13% ash and 12,000 Btu per pound. We employ 80 union-free employees and no union employees at this mine. We estimate this mine contains 17.7 million tons of proven and probable reserves. We own and operate a 1,000 ton per hour preparation plant and a unit train loading facility in conjunction with this operation.

West Virginia

           CC Coal--Battle Ridge

           We operate the former Battle Ridge mines at our CC Coal operations in Kanawha and Boone Counties, West Virginia. We use the mountaintop method to mine eleven seams of coal at these mines. Production from these mines in 2000 totaled approximately 0.93 million tons in 2000 and approximately 0.75 million tons in 2001. Coal mined from these operations has an average sulfur content of 0.8%, an average ash content of 13% and an average Btu content of 12,200. We employ 59 union-free employees and no union employees at this mine. Coal from these mines is transported by truck to river loadout facilities. We estimate these properties contain 27.9 million tons of proven and probable reserves. We own two river dock facilities on the Kanawha River and one on the Big Sandy River that are used in connection with these properties.

           Kanawha River Operations

           We own and operate the Stockton Mine (Cyprus of West Virginia) at our Kanawha River operations. This mine is located in Kanawha County, West Virginia. The mine operates continuous miners and shuttle cars utilizing room and pillar mining in the Stockton seam of coal. Production from this mine totaled 2.21 million tons in 2000 and approximately 2.08 million tons in 2001. Coal mined from this operation has an average sulfur content of 0.9%, an average ash content of 13.75% and an average Btu content of 12,300. We employ 246 union and 49 salary employees at the Stockton Mine and 11 union and 2 salary employees at the preparation plant and river loadout facility used in conjunction with the Stockton Mine. We estimate this property contains 7.8 million tons of proven and probable reserves. Coal from this operation is transported by conveyor belt to our preparation plant and shipped by barge on the Kanawha River.

           Marrowbone Operations

           We operate three underground coal mines, North Marrowbone Creek, Morris Way Lovins, and East Dingess Tunnel, as well as a surface mine, Triad, in Mingo County, West Virginia. At the Triad operation, we utilize mountaintop removal and contour mining and operate a preparation plant and rail loadout facility. We mine three main seams, the Five Block, Clarion, and Coalburg, at the underground mines. We use continuous miners that room and pillar in the Coalburg seam of coal and utilize loader and dozer spreads to mountaintop and contour mine at the surface operations other than Triad. Production from these mines totaled approximately 4.31 million tons in 2000 and approximately 4.66 million tons in 2001. Coal mined from these operations has an average sulfur content of 0.7%, ash content of 12%, and average Btu content of 12,000. We employ 364 union and 69 salary employees, including those employees at the Tug Valley preparation plant operated in conjunction with the Marrowbone operation. Coal from these properties is transported by truck or conveyor to a preparation plant or loading dock and is shipped either by unit trains at the plant or by barge at one of the docks. We estimate these mines contain 14.0 million tons of proven or probable reserves.

           Evergreen

           The Evergreen mine is located in Webster County, West Virginia. We use the mountaintop removal method to mine five seams of coal at this mine. Production from this mine totaled approximately 3.19 million tons in 2000 and totaled approximately 3.27 million tons in 2001. Coal mined from this operation has an average sulfur content of 0.9%, an average ash content of 12.7% and an average Btu content of 12,300. We employ 226 union-free employees and no union employees at this mine. Coal from this mine is transported by beltline to a rail loadout facility. We estimate that the Evergreen mine contains 47.9 million tons of proven and probable reserves. We own and operate a preparation plant and a unit train loading facility in connection with this mine.

           Mid-Vol

           The Mid-Vol mines are located in McDowell County, West Virginia. We use mountaintop removal, contour mining, and room and pillar underground mining to mine five seams of coal at these mines. Production from these mines in 2000 totaled approximately 0.78 million tons in 2000 and totaled approximately 0.86 million tons in 2001. Coal mined from this operation has an average sulfur content of 0.6%, an average ash content of 6% and an average Btu content of 13,000. We employ 105 union-free employees and no union employees at these mines. Coal mined from these properties is trucked to the Norfolk Southern rail line. We estimate that these mines contain 20.5 million tons of proven and probable reserves. We own and operate a rail loading facility in connection with these mines.

Princess Beverly

           The Princess Beverly Mine is located in Kanawha and Raleigh Counties, West Virginia. We use mountaintop removal mining methods to mine six seams of coal at the mine. Production from this mine was 1.82 million tons in 2000 and approximately 1.55 million tons in 2001. Coal quality from this operation has an average sulfur content of 0.8%, an average ash content of 12.5%, and an average Btu content of 12,500. We employ 79 union and 9 salary employees at this location. Coal from this mine is transported to either a preparation plant or loading dock by truck. We estimate this property mine to contain 2.96 million tons of proven and probable reserves with 25.6 millions tons available on another adjacent permit.

           Illinois Basin Region

           This region includes all of our mining operations in Illinois and Indiana. We own and operate five surface and underground mines in this region. Production from our operations in this region totaled approximately 8.68 million tons of coal in 2001, or approximately 10% of the total coal production from the region. As of December 31, 2001, we had 498 union and 336 union-free employees in this region. In 2001, our coal production from this region accounted for approximately 19.1% of our total coal production.

Illinois

           Turris

           The Turris Mine is located approximately 20 miles northeast of Springfield, Illinois. We use the room and pillar mining method to mine one seam of coal at this mine. Production from this mine totaled approximately 1.95 million tons in 2000 and approximately 2.08 million tons in 2001. Coal mined from this operation has an average sulfur content of 3.0%, an average ash content of 9.0% and an average Btu content of 10,500. We employ 219 union-free employees and no union employees at this mine. Coal from this mine is trucked directly to the customers. We estimate this mine contains 131.6 million tons of proven and probable reserves. We own and operate a preparation plant in connection with this mine.

           Old Ben Coal Co.--Mine #11

           Mine No. 11 is located in Randolph County, Illinois. We use the room and pillar mining method to mine one seam of coal at this mine. Production from this mine totaled approximately 2.42 million tons in 2000 and approximately 2.63 million tons in 2001. Coal mined from this operation has an average sulfur content of 3.0%, an average ash content of 9.8% and an average Btu content of 11,100. We employ 226 union and 53 union-free employees at this mine. Coal from this mine is transported by truck or rail. We estimate this mine contains 18.7 million tons of proven and probable reserves. We own and operate a preparation plant and a unit train loading facility in connection with this mine.

Indiana

           Kindill #2

           The Kindill #2 mine is located in Pike County, Indiana. We use the area mining method to mine two seams of coal at this mine. Production from this mine totaled approximately 2.11 million tons in 2000 and approximately 1.96 million tons in 2001. Coal mined from this operation has an average sulfur content of 3.8%, an average ash content of 10% and an average Btu content of 11,600. We employ 127 union and 29 union-free employees at this mine. Coal from this mine is transported by rail. We estimate this mine to contain 13.5 million tons of proven and probable reserves. We own and operate a preparation plant and a unit train loading facility in connection with this mine.

           Kindill #3

           The Kindill #3 mine is located in Sullivan County, Indiana. We use the area mining method to mine two seams of coal at this mine. Production from this mine totaled approximately 1.35 million tons in 2000 and approximately 1.31 million tons in 2001. Coal mined from this operation has an average sulfur content of 1.2%, an average ash content of 9% and an average Btu content of 10,800. We employ 98 union and 25 union-free employees at this mine. Coal from this mine is transported by rail. We estimate this mine contains 18.2 million tons of proven and probable reserves. We own and operate a preparation plant and a unit train loading facility in connection with this mine.

           Beech Coal Co.--Sycamore

           The Sycamore mine is located in Knox County, Indiana. We use the area mining method to mine three seams of coal at this mine. Production from this mine totaled approximately 0.73 million tons in 2000 and approximately 0.71 million tons in 2001. Coal mined from this operation has an average sulfur content of 2.0%, an average ash content of 10.3% and an average Btu content of 10,900. We employ 47 union and 10 union-free employees at this mine. Coal from this mine is transported by truck. We estimate this mine contains 17.3 million tons of proven and probable reserves. We own and operate a preparation plant in connection with this mine.

           Rocky Mountain Region

           This region includes all of our mining operations in Colorado. We own and operate one underground mine in this region, which produced approximately 5.39 million tons of coal in 2001. We have 236 union-free employees and no union employees in this region. In 2001, our coal production from this region accounted for approximately 11.8% of our total coal production.

Colorado

           Bowie

           The Bowie mine is located in Delta County, Colorado. We operate a longwall mining system to mine one seam of coal at this mine. Production from Bowie totaled approximately 5.05 million tons in 2000 and approximately 5.39 million tons in 2001. Coal mined from this operation has an average sulfur content of 0.4%, an average ash content of 8% and an average Btu content of 12,800. We employ 236 union-free employees and no union employees at Bowie. Coal from Bowie is transported by rail. We estimate that the Bowie mine contains 49.3 million tons of proven and probable reserves. We own and operate a unit train loading facility at this mine.

Coal Reserves

           Existing Reserves

           The majority of our reserves are bituminous and sub-bituminous coal. Studies of our reserves assigned to existing operations prepared by Marshall Miller indicate:

• approximately 3% of our coal reserves is super-compliance coal;

• approximately 25% of our reserves meet or exceed compliance coal requirements;

• approximately 39% of our reserves meet or exceed low-sulfur coal standards; and

• approximately 71% of our reserves meet or exceed near low-sulfur coal requirements.

           The high percentage of our reserves comprised of super-compliance, compliance, low-sulfur and near low-sulfur coal gives us a long-term competitive advantage as more stringent air quality requirements under Phase II of the Clean Air Act Amendments take effect. According to Energy Venture Analysis, 94% of the utilities that are affected by Phase II and have made a decision on their compliance strategy have indicated they will switch to compliance coal, whereas only 5% of those utilities have indicated they will use scrubbers. See "Government Regulation--Clean Air Act" and "Risk Factors--Risks Related to Government Regulation."

           We lease a substantial part of the reserves currently available to us. Most of our leases are for the life of the relevant mine and require us to periodically pay either an advance royalty or a delay rental payment as long as mining has not begun on the property. After mining commences, the leases generally require the payment of a royalty based on the tonnage mined and sold.

           We believe that we can satisfy our current requirements under long-term sales contracts from leased reserves for which we have preserved our renewal rights, together with the reserves that we own. We currently have additional reserves on other leased properties. However, we cannot assure that these other reserves will be available when we may wish to mine them. Moreover, uncertainties that arise from matters such as the lessor's title to the coal and precise boundaries can often limit the availability of reserves on leased property.

           The extent to which we will mine our coal reserves depends upon several factors over which we have no control, such as future economic conditions, the price and demand for the quality and type of coal available to us, the price and supply of alternative fuels, and future mining practices and government regulation. Our ability to mine in areas covered by the reserves depends upon our ability to maintain control of the reserves we lease through extensions or renewals of the leases or other agreements and our ability to obtain new leases or agreements for other reserves.

           We have title examinations performed on the properties we own by qualified title examiners. Because of the short-term nature of our leases and the expense involved, we do not have all titles to the leases reviewed by qualified title examiners. In most cases, we conduct a limited title investigation and, to the extent possible, a determination of the precise boundaries of a leased property only as a part of the process of securing a mining permit shortly before we begin mining operations. We verify title to a property before we begin mining operations. We believe our practices are consistent with customary industry practices in the region in which the reserves are located and are adequate to enable us to acquire the right to mine such properties.

           Acquisition of Additional Reserves

           We intend to continue expanding our coal reserves by making strategic acquisitions of reserves, such as the following:

• To reduce production and transportation costs and maintain our status as a low-cost operator, we will continue to focus on acquiring reserves that are both suitable for low-cost mining methods and located near our customers, existing operations or efficient transportation facilities.

• We will continue to add low-sulfur and compliance coal reserves because they are more likely to yield a premium as environmental regulations become more stringent.

• We will seek to utilize the competitive advantage our Addcar(TM)system provides by acquiring, at below-market rates, reserves that our competitors cannot economically mine.

• We will seek to increase our market share in geographic areas where we currently have operations by acquiring additional coal reserves in those areas, including leases for property contiguous to existing leases.

• We also will acquire additional reserves as necessary to ensure we can meet the coal quality requirements under our current and future contracts.

Coal Transportation

           We deliver our coal to customers by rail, barge and truck. Depending on the proximity of a customer to the mine and the transportation available for delivering coal to that customer, transportation costs can range from 10% to 90% of the mine cost of a customer's coal order. We generally pay truck charges to deliver coal to a barge or rail loadout facility, and customers typically pay the transportation costs from the loadout facilities to the customer's plant. As a result, the availability and cost of transportation constitute important factors for the marketability of coal.

           In 2001, approximately 75% of our tonnage traveled by rail on Norfolk Southern, CSX Corporation and Union Pacific Railroad Company trains. The remaining 25% traveled by truck to either the customer's plant or its designated barge loading facility. The rates set and practices followed by the railroad serving a particular mine can affect, either adversely or favorably, how we market coal produced from the mine. See "Risk Factors--Risks Related to the Company." Operations representing approximately 50% of our production have access to alternative transportation sources.

Mining Permits and Approvals

           Before we begin mining on a particular property, we must obtain mining permits. State regulatory authorities must also approve a reclamation plan for restoring the mined property to its prior condition, productive use or another permitted condition. We typically begin the permitting process between 24 and 30 months before we plan to mine a specific area. Based on prior experience, permits generally are approved within 14 to 24 months after a completed application is submitted.

           As mining operations on a property advance, we reclaim and restore mined areas by grading, shaping and preparing the soil for seeding. Upon completion of mining, we generally complete reclamation by seeding with grasses or planting trees for use as pasture or timberland, as specified in the approved reclamation plan. We believe that we have all material permits required to carry on our mining operations and that we have complied in all material respects with applicable regulations relating to reclamation. Over the past 10 years, we have received several reclamation awards, including:

• Kentucky Outstanding Reclamation Award;

• Ohio Greening of the Lands Award;

• Kentucky Department for Surface Mining Reclamation & Enforcement Reclamation Award;

• Kentucky Governor's Conference on the Environment Outstanding Reclamation Award; and

• Nomination for the Kentucky Natural Resources and Environmental Protection Cabinet's 1997 Mining Reclamation (Eastern Kentucky) Award.

Long-Term Coal Contracts

           General

          We have a significant portfolio of long-term sales contracts. In 2001, we generated approximately 66% of our revenues from long-term sales contracts. As of March 31, 2002, our long-term sales contracts had terms ranging from one to approximately 19 years, with an average volume-weighted remaining term of approximately 4 years. Also as of March 31, 2002, we had long-term sales contracts for more than 156 million tons of coal. Typically, customers enter into long-term sales contracts to secure reliable sources of coal at predictable prices. Conversely, we enter into such contracts to secure stable sources of revenue to support the investments required to open, expand, maintain or improve productivity at mines. We negotiate sales contracts in the ordinary course of business.

           Contract Term

           Long-term sales contracts involve extensive negotiations with customers. Consequently, the terms of such contracts typically vary significantly in many respects, including price adjustment features and mechanics, price reopener terms, coal quality requirements, quantity parameters, permitted sources of supply, treatment of environmental constraints, term extension options, force majeure, termination and assignment provisions.

           Most of our recently negotiated contracts over three years in duration include price reopeners, which usually occur midway through the contract, depending upon the length of the contract. Reopeners allow the parties to renegotiate the contract to be in line with prevailing market prices. In some circumstances, the customer has the option to terminate a contract if the price has increased by over 20% from the price at the commencement of the contract or if the parties do not agree on a new price.

           Base prices are set at the beginning of a contract and may be subsequently adjusted at intervals for changes caused by inflation and, in many cases, changes in costs including taxes, reclamation fees, black lung fees and royalties. Inflation adjustments are based upon published indices, the most common of which is the implicit price deflator for the gross domestic product as published by the U.S. Department of Commerce. The base price is then adjusted in a positive or negative manner to account for inflation.

           Long-term sales contracts stipulate quality and volumes for the coal, although buyers normally have the option to vary volume by 10% to 20%. Variations in quality and volume of coal may lead to adjustments in the contract price. Long-term sales contracts typically stipulate procedures for quality control, sampling and weighing.

           Some long-term contracts include provisions that set forth events of force majeure, which include such events as strikes, adverse mining conditions or serious transportation problems. More recent contracts may stipulate that lost tonnage can be made up by mutual agreement or at the discretion of the buyer. Similarly, buyers often insert clauses which provide for alternative coal sources in the event of changes in environmental laws. We, as a practice, have negotiated the right to supply substitute coal that complies with any new environmental requirements rather than allowing the contract to terminate if the customer claims that the coal type previously supplied may no longer be used under environmental standards. Long-term sales contracts typically contain termination clauses if either party fails to comply with the terms and conditions of the contract.

           In some of our contracts, we have a right of substitution, allowing us to provide coal from different mines as long as the coal meets the specified quality and will be sold at the same delivered cost.

           Most contracts contain the terms described above. However, some contract terms differ between a standard "eastern U.S." contract and a standard "western U.S." contract. One difference relates to the sampling locations. In the eastern U.S., many customers require that the coal be sampled and weighed at the destination, whereas in the western U.S. most samples are taken at the source. Also, historically, contracts have been of shorter duration in eastern regions. There are a greater number of smaller mining operations in the eastern coal market, which enables customers to negotiate new contracts more frequently, and participate in a larger number of spot market transactions. Eastern and western long-term contacts are now of a more similar average duration, although a larger percentage of eastern coal continues to be purchased on the spot market compared to western coal. Western U.S. contracts normally stipulate that the buyer must reimburse the seller for various production taxes and coal royalties rather than integrating such payments as a component of the price. These payments thus comprise a greater portion of the western coal price than the eastern coal price.

           Historically, coal prices under long-term sales contracts were lower than the prevailing spot prices for coal. However, in the past several years the price of coal has been very competitive, and coal prices under new contracts have not differed significantly from existing spot rates. See "The Coal Industry--Introduction."

           The term of sales contracts has decreased significantly over the last two decades as competition in the coal industry has increased and, more recently, as electricity generators have prepared themselves for the Clean Air Act Amendments and the impending deregulation of their industry. See "Government Regulation--Clean Air Act." We believe that the average term of long-term sales contracts was 20 years in the 1970s and 10 years in the 1980s, but fell to one to five years in the early 1990s and currently. Although contracts of five to ten years in duration have become more prevalent in the last three years, customers have insisted on price reopeners every two or three years, which provide them with the security of having coal under contract the knowledge that prices will not significantly exceed the market price. We sell most of our coal to utilities under long-term contracts. We believe that long-term sales contracts tend to limit our exposure to fluctuations in spot market prices and the uncertainty of marketing our production capacity.

           Contract Expirations

           On a pro forma basis as of March 31, 2002, our long-term sales contracts had an average volume-weighted remaining term of approximately 4 years. As our long-term sales contracts expire, we intend to negotiate new contracts in order to maintain our high percentage of volume sold through long-term sales contracts. When a coal company's contracts expire without being replaced, that company is exposed to the risk of having to sell coal into the spot market, which may be subject to lower and more volatile prices.

           As of March 31, 2002, we had commitments to sell approximately 156 million tons of coal under our long-term contracts, assuming all existing contracts run to their expiration dates. This tonnage commitment may vary depending on future performance, buyer contractual elections and other contractual provisions.

           Our profits could decline as our major contracts reprice from the existing prices to market rates at the contract reopener or expiration dates. We believe that our volume of coal sales will not change substantially and that we will enter into new coal sales contracts as current contracts expire. We strive to negotiate prices at above-spot rates to decrease potential loss of profits in the event spot rates go down.

Competition

           The U.S. coal industry is highly competitive, with numerous producers in all coal producing regions. The largest producer is estimated to have less than 15% (based on tonnage sold) of the total U.S. market. The U.S. Department of Energy reports 1,453 active coal mines in the U.S. in 2000, the latest year for which government statistics are available. In recent years the U.S. coal industry has gone through a period of rapid consolidation. Oil, steel and utility companies have been selling their coal assets, which have been acquired for the most part by mining companies. Our principal competitors are other large coal producers, including Arch Coal, Inc., Massey Energy Company, CONSOL Energy Inc., Peabody Energy Corp., along with hundreds of small producers in the U.S. and overseas.

           The most important factors on which we compete are coal price at the mine, coal quality, transportation costs from the mine to the customer and the reliability of supply. Continued demand for our coal and the prices that we can obtain for our coal are affected by the demand for electricity, environmental and other government regulation, technological developments and the availability and price of competing coal and alternative fuel supplies, including nuclear, natural gas, oil or renewable energy, such as hydroelectric power.

Highwall Mining Business

           We operate or lease eight systems using our patented Addcar(TM)highwall mining system and intend to build additional Addcar(TM)systems as required. The Addcar(TM)highwall mining system is an innovative, efficient mining system, capable of producing more than 300,000 tons of raw coal per month. The system is often deployed at reserves that cannot be economically mined by other methods.

Patents and Trademark

           Mining Technologies, Inc., one of our indirect, wholly-owned subsidiaries, holds 13 U.S. patents and one registered trademark in North America relating to the Addcar(TM)highwall mining system. Mining Technologies acquired the patents and trademark from Addington Enterprises in 1998. The patents will expire between December 10, 2010 and November 20, 2015, and the registered trademark will expire September 28, 2013.

Manufacturing Facilities

           We manufacture Addcar(TM)systems at facilities in Ashland, Kentucky. These facilities, which we own, include the 17,646 square-foot fabrication shop, where we construct launch vehicles and continuous miners, and the 41,930 square-foot (including warehouse space) car shop, where we construct Addcar(TM)systems. Skilled subcontractors perform machining, heat treating, electric motor repair, and other aspects of manufacturing and repairing of the Addcar(TM)systems at the fabrication shop. Both the fabrication shop and the car shop also perform major repairs and rebuilds on a routine basis. We have the capacity to manufacture eight Addcar(TM)systems per year. This capacity permits us to expand our highwall mining operations and to lease, sell or license Addcar(TM)systems to other coal companies.

Administrative Offices

           We maintain administrative offices in Ashland and three other cities in Kentucky (Owensboro, Hazard and Pikeville), and in Chelyn, West Virginia. Our headquarters are located in the Ashland office, which is a leased space consisting of 190,747 square feet. The Owensboro office is a leased space consisting of 5,000 square-feet. We own the 9,075 square-foot Hazard office. We own the 9,408 square-foot Pikeville building and occupy the space, including a 3,600 square-foot lab, under a sale-leaseback arrangement. The Chelyn office is leased space consisting of 6,400 square feet.

Certain Liabilities

           We have long-term liabilities for pensions, retiree health care, work-related injuries and illnesses, and mine reclamation.

           All U.S. coal companies must comply with laws and regulations governing mine reclamation and other environmental liabilities for work-related injuries and illnesses. In addition, labor contracts with unionized employees include long-term benefits, the most significant portion of which consists of health care coverage for retirees and their dependents. These environmental and worker-related obligations fall into four principal categories: reclamation, workers' compensation (including black lung), pensions and retiree health care.

           Reclamation. All coal mining companies must return the land on which they mine to its original state or to an alternative productive use, as applicable. Reclamation liabilities primarily represent the future costs to restore the lands as required by law. We undertake short-term ongoing reclamation activities as we disturb areas in the mining process. Upon commencement of a mining operation, we project long-term reclamation and mine closing costs over the life of the relevant mine or mines. The end of mine reclamation and mine-closing cost accruals totaled approximately $331 million on our balance sheet as of March 31, 2002, of which $30.8 million was a current liability. See "--General" above and "Risk Factors--Risks Related to Government Regulation."

           Workers' Compensation. Workers' compensation liabilities represent the actuarial estimates for compensable, work-related injuries and occupational disease, primarily black lung disease. Federal law requires coal-mining employers to pay black lung awards to former employees who filed claims after July 1, 1973. The federal black lung trust fund, which is supported by an excise tax on all U.S. coal production, pays claims filed prior to July 1, 1973. On a pro forma basis, in accordance with generally accepted accounting principles, these liabilities will be discounted at 7.25%. These liabilities totaled approximately $120.7 million on our balance sheet as of March 31, 2002, $15.5 million of which was a current liability.

           Pension Related Provisions. These costs represent the unfunded cost, based on actuarial estimates, of paying pension benefits to current active employees when they retire. Provisions for active employees reflect their service to date and provide for additional amounts to meet the total projected liability when the employees retire. Consulting actuaries determine annual contributions to the pension plans based on ERISA minimum funding standards. These liabilities are discounted at 7.25%. Pension liabilities totaled approximately $25.1 million on our balance sheet as of March 31, 2002, none of which was a current liability. See "Risk Factors--Risks Related to the Company."

           Post-Employment Benefits. These liabilities represent actuarial estimates of various benefits to be provided to former or inactive employees after termination of employment with us but before retirement. Examples of such benefits are severance benefits and disability-related benefits. We accrue post-employment benefits over the working life of an employee in accordance with generally accepted accounting principles. These post-employment benefit liabilities are discounted at an average rate of 7.25%. These liabilities totaled approximately $2.6 million on our balance sheet as of March 31, 2002, $0.4 million of which was a current liability. See "Risk Factors--Risk Related to the Company."

           Retiree Health Care. Consistent with SFAS 106, we record a liability representing the estimated cost of providing retiree health care benefits to current retirees and active employees who will retire in the future. Provisions for active employees represent the amount recognized to date, based on their service to date; additional amounts are provided periodically so that the total liability is accrued when the employee retires. These liabilities are discounted at 7.25%.

           Our retiree health care obligations also include a liability representing future contributions to the Combined Fund. This multi-employer fund provides health care benefits to a closed group of former employees who retired prior to 1977. No new retirees will be added to this group unless the Social Security Administration assigns new retirees to us. The liability may increase or decrease depending on changes in per capita health care costs, offset by the mortality curve in this aging population of beneficiaries. See "Government Regulation--Mine Health and Safety." As a result of a 1998 U.S. Supreme Court decision, companies that first signed the National Bituminous Coal Wage Agreement after 1974 bear a greater portion of liability to ensure that the Combined Fund is fully funded. The premiums we pay to the Combined Fund are relatively small, totaling $2.2 million for the period ended March 31, 2002. We do not expect that any increase in our contributions to the Combined Fund will have a material adverse effect on our financial condition or results of operations.

           Retiree health care liabilities totaled approximately $430.5 million on our balance sheet as of March 31, 2002, $18.9 million of which was a current liability. Obligations to the Combined Fund totaled $50.8 million on our balance sheet as of March 31, 2002, of which $4.5 million was a current liability.

Employees

           As of March 31, 2002, we had a total of 3,991 employees, 3,210 of whom worked in coal production, and 781 of whom worked in the management of our coal business.

           Approximately 35% of our coal employees are affiliated with unions. We view our relations with union labor as extremely important. The United Mine Workers of America represents our union employees who are subject to separate wage agreements negotiated with the UMW or under the National Bituminous Coal Wage Agreement. We have several collective bargaining agreements with the UMW. Substantially all of the UMW agreements terminate at the end of 2006, with two agreements covering approximately 47 employees and 136 employees, respectively, expiring in April 2004 and January, 2006, respectively. These agreements contain rolling provisions requiring two weeks' notification prior to any termination. We cannot assure that our unionized labor will not go on strike upon expiration of existing contracts.

Legal Proceedings

           We currently have a number of litigation claims pending against us that will not be discharged under the Plan. We are defending each of these claims vigorously, but if some are decided in favor of the plaintiffs, they could have a material adverse effect on us and our subsidiaries, individually or in the aggregate.

           A subsidiary of Pittston Minerals Group, Inc. has made demands for indemnification from us. To our knowledge, no lawsuit has been filed or otherwise threatened by the Pittston Subsidiary against us. The claimed indemnification covers a number of items, including alleged delinquent taxes and fees, alleged assumed liabilities, alleged failure to transfer specific licenses, assets and permits and alleged non-compliance with some or our agreements with Pittston and applicable laws and permits. The demands arose from the January 1994 sale of several indirect subsidiaries by Addington Resources, Inc. to the Pittston Subsidiary. Addington Resources also guaranteed the obligations of its subsidiaries under the agreement underlying the 1994 sale. Addington Enterprises, Inc. assumed Addington Resources' indemnity obligations when Addington Enterprises purchased Addington Resources' coal mining subsidiaries in 1995. One of our current subsidiaries, AEI Holding Company, Inc. (now HNR Holding Company, LLC), assumed those obligations when it acquired substantially all of Addington Enterprises' coal assets in November 1997. Addington Enterprises is investigating and negotiating the claims with the Pittston Subsidiary. Many of the demands have been resolved without any payment by or liability to us. We do not believe the indemnification claims are valid and intends to defend these claims vigorously. At this time it is not possible to predict the outcome of these indemnification claims. However, even if the Pittston Subsidiary successfully pursued its indemnification claims through a lawsuit or other formal dispute resolution process, we believe that the liability arising from those claims would not have a material adverse effect on the business or results of operations. See "Related Party Transactions--Arrangements Involving Affiliates."

           In September 1996, Joseph D. Weddington filed a suit against Cyprus Amax Coal Company, in the Circuit Court of Perry County, Kentucky. The plaintiff alleged competing claims to approximately 1,425 acres of property in eastern Kentucky upon which we conduct coal mining activities. The lawsuit claims damages of approximately $400.0 million. We assumed this potential liability in our June 1998 acquisition of subsidiaries of Cyprus Amax. Based on a prior federal appellate court decision related to a similar claim of different plaintiffs based on the same alleged source of claim rights, we believe we are likely to prevail. We believe that an adverse result would not require us to pay significant damages and would not likely have a material adverse effect on the business or results of operations.

           In April, 1998, Sunny Ridge Enterprises, Inc, which was purchased by one of our wholly-owned subsidiaries in 1999, was sued in the Circuit Court of Boyd County, Kentucky, by Kentucky Electric Steel, Inc, which alleged that it suffered a shut down at its steel production facility in Boyd County as a result of the accidental smeltering of a device containing radioactive material. Kentucky Electric alleges that the device was contained in a shipment of scrap delivered to it by Raleigh Junk and Cremer Iron & Metal, which was also named in the suit. Kentucky Electric further alleges that the device originated from a coal prep plant owned by Sunny Ridge, which was demolished pursuant to a contract between it and Raleigh Junk. Kentucky Electric claims that Sunny Ridge had a duty to ensure that the scrap produced by the demolition of the prep plant was safe for reuse, and that Sunny Ridge breached that duty by allowing a device containing radioactive material to become commingled with the scrap. Based on Kentucky Electric's answers to our interrogatories, Kentucky Electric seeks damages of approximately $8 million, which with accrued interest could result in damages in excess of $10 million. We answered the complaint and denied any liability. We also filed a cross claim against Raleigh Junk. We believe that if the damages alleged by Kentucky Electric were caused by the smelting of a device containing radioactive material, there is evidence that the device containing radioactive material could have come from a source other than the prep plant. We intend to defend this claim vigorously, and at this time it is not possible to predict the outcome of the claim. However, even if Kentucky Electric is successful in its claim, we believe that the liability arising from that claim would not have a material adverse effect on our business or results of operations.

           We are involved in three actions relating to claims asserted by and against American Electric Power and its affiliates. On September 21, 2001, AEP, Appalachian Power Co. and Indiana Michigan Power Co. filed suit against one of our wholly-owned subsidiaries, AEI Coal Sales Company, Inc. (now Horizon Natural Resources Sales Company, Inc.) in the U.S. District Court for the Southern District of Ohio. On September 24, 2001, AEP and Kentucky Power Company filed suit against Horizon Natural Resources Sales Company and AEI Holding Company, Inc. (now HNR Holding Company, LLC), in the Court of Common Pleas of Franklin County, Ohio. On September 26, 2001, Horizon Natural Resources Sales Company, HNR Holding Company, and two of our other wholly-owned subsidiaries, Bluegrass Development Company and Evergreen Mining Company, filed a related action against Kentucky Power Company, Ohio Valley Electric Corporation, Appalachian Power Company, Cardinal Operating Company, AEP, and Indiana Michigan Power Company in Boyd Circuit Court in Boyd County, Kentucky. In each action, AEP alleges similar claims that we breached some of our coal supply agreements with the plaintiffs by refusing to ship coal as required under those agreements. We believe that any such failures are excused as a result of force majeure, failure of a mutual assumption of the contract, duress, commercial impracticability, and, in some cases, fraud in the inducement of the agreements involved. Moreover, we have alleged that AEP and its affiliates materially breached the agreements by systemically under-reporting the weights and quality of shipments received from us, and by paying substantially less than the amount due under the terms of the various agreements. The actions filed by AEP seek to recover the value to AEP of the agreements at issue, which value is subject to fluctuations in coal prices but could be in excess of tens of millions of dollars. Our action seeks a declaration that our obligations were excused on the various grounds discussed above and seeks damages in a comparable amount for the underpayments by AEP of those contracts and based upon tort law theories. This litigation is at the initial stage and no discovery has yet taken place. Therefore, it is impossible to anticipate the eventual outcome of the AEP litigation. For the years 2001 through 2011, the minimum and maximum aggregate amounts of coal to be delivered under the AEP contracts are approximately 5.1 million tons and 7.37 million tons, respectively. The average base price of the coal to be delivered under the AEP contracts is $24.75 per ton in 2001 and $25.40 in 2002. We plan to vigorously defend against AEP's claims against us and to vigorously pursue our claims against AEP.

           In a letter dated January 3, 2001, Kentucky Utilities Company, or KU, alleged that we failed to fulfill our tonnage obligations under our coal supply agreement with KU dated April 21, 2000 (and as amended, June 11, 2001), providing for the supply of coal to KU's Ghent power station in Kentucky. We disputed KU's position, and responded by identifying events of force majeure excusing full performance under the Ghent contract. Since January 2001, the parties have been negotiating a resolution to this dispute. However, in a letter dated February 25, 2002, KU alleged that we had materially breached our obligations under the Ghent contract, and informed us of its intention to pursue all rights and remedies available to it in connection with alleged cover damages in excess of $9.55 million, plus unspecified consequential and incidental damages. On June 4, 2002, KU filed suit against us in the Circuit Court of Jefferson County, Kentucky, alleging that we failed and refused to deliver an unspecified amount of our tonnage obligations under the Ghent contract, and that we made false representations as to our ability to fulfill contractual commitments under the contract. We intend to defend the claim vigorously. However, because this litigation is at the initial stage and no discovery has yet taken place, we have no basis for assessing the range of potential loss that we might sustain in the event that KU is successful in its claim, other than the cover damages alleged in KU's February 25th letter.

           In addition, we and our subsidiaries currently are defendants in various actions in the ordinary course of our businesses. These actions generally involve such matters as property boundaries, mining rights, blasting damage, personal injury and royalty payments. We believe these proceedings are incidental to our business and are not likely to have a materially adverse effect on our business or results of operations.

GOVERNMENT REGULATION

           Federal, state and local authorities regulate the U.S. coal mining industry as to several matters, including:

• employee health and safety,

• limitations on land use,

• permitting and licensing requirements,

• air quality standards,

• water pollution,

• plant and wildlife protection,

• reclamation and restoration of mining properties after mining is completed,

• the discharge of materials into the environment,

• surface subsidence from underground mining,

• the effects of mining on groundwater quality and availability.

In addition, taxes on coal production fund health benefits paid to current and retired coal miners.

           Mining operations require many federal, state and local governmental permits and approvals. We believe we have obtained all permits currently required to conduct our present mining operations. We also believe that we will not encounter substantial difficulty obtaining or renewing necessary permits in the future, which generally require us to file required information with the appropriate regulatory agencies. We may be required to prepare and present to federal, state and local authorities data pertaining to the effect or impact that proposed exploration or production of coal may have on the environment. These requirements could prove costly and time consuming, and could delay our exploration or production operations. Future environmental legislation and administrative regulations could cause our operations to become more closely regulated. New legislation and regulations, or more rigorous interpretations and enforcement of existing laws, could cause our equipment and operating costs to increase substantially and cause delays, interruptions or termination of our operations. We cannot predict the extent to which these regulatory changes might affect our operations. In addition, as discussed below, the extensive regulation of the environmental impact of electricity generation by utilities may affect demand for coal.

           We attempt to conduct our mining operations in compliance with all applicable federal, state and local laws and regulations. However, because of extensive and comprehensive regulatory requirements, violations during mining operations occur from time to time in the industry. None of our violations to date or the monetary penalties assessed upon us has been material, and we believe we are in substantial compliance with all applicable laws and regulations.

Environmental Laws

           Our operations are subject to various federal, state and local environmental laws. These laws require approval of many aspects of our coal mining operations, and both federal and state inspectors regularly visit our mines and facilities to ensure compliance.

           Surface Mining Control and Reclamation Act

           The Federal Surface Mining Control and Reclamation Act is administered by the Office of Surface Mining Reclamation and Enforcement, which establishes mining and reclamation standards for all aspects of surface mining as well as many aspects of deep mining. The Reclamation Act and similar state statutes, among other things, require that mined property be restored in accordance with specified standards and an approved reclamation plan. In addition, the Abandoned Mine Lands Act, which is part of the Reclamation Act, imposes a tax on all current mining operations the proceeds of which are used to restore mines closed before 1977. The maximum tax is $0.35 per ton on surface-mined coal and $0.15 per ton on deep-mined coal.

           The Reclamation Act also requires that we meet comprehensive environmental protection and reclamation standards during the course of and upon completion of mining activities. For example, the Reclamation Act requires us to restore a surface mine to the approximate original contour as contemporaneously as practicable during surface coal mining operations. The mine operator must submit a bond or otherwise secure the performance of these reclamation obligations. Either the Office of Surface Mining or the appropriate state regulatory authority issues and renews permits for surface mining operations. We accrue for the liability associated with all end of mine reclamation on a ratable basis as we mine the coal reserve. We also evaluates our annually estimated cost of reclamation, and the corresponding accrual on our financial statements. A reclamation bond cannot be released sooner than five years after reclamation to the approximate original contour or to a productive use, as applicable.

           Most states in which we conduct active mining operations have primary jurisdiction for the Reclamation Act enforcement through approved state programs. These state programs have established reclamation and environmental standards that generally correspond to, and are not less stringent than, those of the Reclamation Act. Each state must enforce its own laws and, subject to federal oversight, the Reclamation Act.

           The Reclamation Act requires the issuance and periodic renewal of permits to conduct mining operations. Although we do not anticipate significant permit issuance or renewal problems, we cannot assure that our permits will be renewed or granted in the future or that permit issues will not adversely affect our operations. Under previous Reclamation Act regulations, responsibility for any coal operator currently in violation of the Reclamation Act could be imputed to other companies deemed, according to regulations, to "own or control" the coal operation. Sanctions included being blocked from receiving new permits and rescission or suspension of existing permits. Because of 1997 and 1999 federal court rulings invalidating these Reclamation Act regulations, the scope and potential impact of the "ownership and control" requirements on us is not clear. While the Office of Surface Mining has responded to the court rulings by promulgating new regulations that more narrowly apply the ownership and control standards to coal companies, state agencies have yet to adopt these changes at the state level. Although the federal action should, by analogy, have a precedential effect on state "ownership and control" regulations, which in many instances are similar to the invalidated federal regulation, we cannot predict the impact the federal court decision will have on these state regulations.

           Clean Air Act

           The Federal Clean Air Act, including the Clean Air Act Amendments, and corresponding state laws that regulate the emissions of materials into the air, affect coal mining operations both directly and indirectly.

           Direct impacts on coal mining and processing operations may occur through Clean Air Act permitting requirements or emissions control requirements relating to particulate matter (e.g., "fugitive dust"), including future regulation of fine particulate matter measuring 2.5 micrometers in diameter or smaller. In July 1997, the U.S. Environmental Protection Agency, or "EPA," adopted new, more stringent National Ambient Air Quality Standards for particulate matter and ozone. As a result, states must change their existing implementation plans to comply with the new air quality standards. Because coal mining operations emit particulate matter, our mining operations and utility customers will likely be affected directly when the states revise their implementation plans. Any related state and federal regulations could restrict our ability to develop new mines or require us to modify our existing operations. The potential direct impact of the new air quality standards on the coal industry will depend on the policies and control strategies associated with the state implementation process under the Clean Air Act. The new air quality standards could have a material adverse effect on our business, financial condition and results of operations.

           The Clean Air Act indirectly affects coal mining operations by extensively regulating the emissions of sulfur dioxide (believed to be a cause of "acid rain"), nitrogen oxide and other compounds by coal-fueled utility power plants. The limits on sulfur dioxide emissions were reduced in 1995 by Phase I of the Clean Air Act Amendments and reduced again in 2000 when Phase II took effect. The affected utilities are able to meet these requirements by, among other ways, switching to low-sulfur fuels, installing pollution control devices such as scrubbers, reducing electricity generating levels or purchasing or trading emission allowances. Utilities will receive these emission allowances for specific emission sources they operate, and they can trade or sell the allowances to permit other units to emit higher levels of sulfur dioxide.

           We currently cannot determine completely how the continued implementation of the stricter Phase II emission limits will affect us. We believe the price of higher sulfur coal is likely to decrease as more coal-fueled utility power plants become subject to the lower sulfur dioxide emission limits. We expect this price effect to occur after the large surplus of emission allowances that has accumulated in connection with Phase I has been reduced, and before the utilities that choose to comply with Phase II by installing sulfur-reduction technologies can do so.

           The Clean Air Act Amendments also require utilities that currently are major sources of nitrogen oxides in moderate or higher ozone nonattainment areas to install reasonably available control technology for nitrogen oxides, which are precursors of ozone. In addition, the EPA will implement the stricter ozone standards in the future. Under the 1998 NOx SIP Call Rule and Section 126 rule, the EPA will require 19 eastern states to amend their state implementation plans to reduce nitrogen oxide emissions substantially by 2004. Installation of reasonably available control technology and additional control measures required under the more recent rules will make it more costly to operate coal-fueled utility power plants. In 1999, the EPA commenced its New Source Review Enforcement Initiative against eight major utilities alleging that they had modified their coal-fueled plants without complying with the more stringent requirements under the Prevention of Significant Deterioration (PSD) and New Source Review (NSR) programs. Depending on requirements of individual state attainment plans and future determinations on the applicability of PSD and NSR requirements to operation of existing coal-fueled generating units and any associated NSR reform, regulatory developments could make coal a less attractive fuel alternative for current operations and in the planning and building of utility power plants in the future.

           The Clean Air Act Amendments also require a study of utility power plant emissions of certain toxic substances, including mercury, and direct the EPA to regulate these substances if warranted. In December, 2000, the EPA issued a regulatory determination declaring the need for additional regulations to control mercury emissions from power plants and announcing that it anticipated issuing such regulations by 2004. If these requirements are enacted, they could result in reduced use of coal if utilities switch to other sources of fuel.

           In addition, Clean Air Act Amendment regulations that protect visibility in Class I Federal areas, such as national parks and wilderness areas, apply to air emissions of sulfur dioxide, particulate matter, and nitrogen oxide. Previously, these regulations addressed visibility impairment reasonably attributable to a single source or small group of sources in 35 states and one territory. In July 1999, the EPA issued final regulations that expanded the applicability of the regional haze program to all states, including those that may not have any Class I areas, imposed requirements for implementation of Best Available Retrofit Technology (BART) on certain sources, and established presumptive reasonable progress targets for states. The states will be required to change their existing implementation plans. Although the regulations do not identify specific sources as potential contributors to visibility impairment, coal-fueled utilities emit the substances which purportedly contribute to visibility impairment. Depending on the requirements of the individual state implementation plans, efforts to reduce sulfur dioxide, particulate matter, and nitrogen oxide emissions may make it more costly to operate coal-fueled utility power plants. Existing strategies for other air quality programs, such as those previously discussed, may improve visibility and thereby limit the potential adverse effects of any final regulations on us.

           In 2001, the Bush administration endorsed a "three-pollutant" plan for additional reductions of sulfur dioxide, nitrogen oxides, and mercury emissions from coal-fueled power plants. Various bills have been introduced to achieve multiple pollutant from such plants, but no legislation has been enacted to date. To the extent that such legislation is enacted, it could also result in reduced use of coal if utilities switch to other sources of fuel.

           Clean Water Act

• The Federal Water Pollution Control Act (the "Clean Water Act") affects coal mining operations by:

• imposing effluent discharge restrictions on pollutants discharged into water;

• imposing regular monitoring and reporting requirements;

• requiring the issuance and renewal of permits for the discharge of pollutants into waters; and

• imposing performance standards as a requirement for the issuance of permits.

           In addition, states in which we operate regulate the water pollution effects of coal mining operations. Each state must enforce its state laws and the Clean Water Act in its jurisdiction, subject to federal oversight.

           The environmental impact of valley fills associated with surface mining activities, including mountaintop removal mining, and the authority of the Corps of Engineers to issue permits for valley fills is currently the subject of litigation and various state and federal initiatives. Clean Water Act provisions that authorize the discharge of fill material into navigable waters currently permit valley fills. Ongoing citizen suits against permitting authorities in federal court in both Pennsylvania and West Virginia allege that valley fill permits violate the anti-degradation provisions of the Clean Water Act and therefore should not be issued. In addition, various task forces and agencies at the state and federal level are currently exploring environmental issues associated with valley fills in general, as well as environmental issues associated with mountaintop removal mining in particular. We cannot predict the outcome of the pending litigation or whether legislation and/or regulations, if enacted, regarding valley fills or mountaintop removal mining could have a material adverse effect on us.

           Resource Conservation and Recovery Act

           The Federal Resource Conservation and Recovery Act and similar state laws affect coal mining operations by imposing requirements for the treatment, storage and disposal of hazardous wastes. Although the Resource Conservation and Recovery Act exempts coal mining wastes covered by Reclamation Act permits, we cannot predict whether this exclusion will continue.

           Federal and State Superfund Statutes

           The Federal Comprehensive Environmental Response, Compensation and Liability or "Superfund" Act, and similar state laws affect coal mining operations by:

• creating investigation and remediation obligations for releases of hazardous substances that may endanger public health or the environment, and

• providing for natural resource damages.

           Under the Superfund Act, waste generators, past and present site owners and operators, as well as others, may be jointly and severally liable regardless of fault or the legality of the disposal activity at the time it occurred. Waste substances generated by coal production and processing are not generally subject to action under the Superfund Act. However, the statute governs products used by coal companies in operations, such as certain chemicals, and the disposal of these products. If we at any time conduct back hauling of utility ash to our mine sites, such practice could potentially result in action under the Superfund Act in the event that environmental problems arise at those sites. Although we do not currently anticipate that we will incur material liabilities or costs associated with the Superfund Act or similar state laws, we can give no assurances that we will not do so in the future.

           Global Climate Change

           The U.S. and over 160 other nations have signed the 1992 Framework Convention on Global Climate Change, which is intended to limit or capture emissions of greenhouse gases such as carbon dioxide. The December 1997 Kyoto Protocol established a binding set of emissions targets for developed nations. The specific limits under the terms of the Kyoto Protocol vary from country to country. The U.S. would be required to reduce emissions to 93% of its 1990 levels over a five-year budget period from 2008 through 2012. The U.S. has not ratified the Kyoto Protocol, and no comprehensive requirements focusing on greenhouse gas emissions are currently in place. However, the imposition of measures intended to stabilize or reduce greenhouse gas emissions, whether through ratification of the Kyoto Protocol or otherwise, could adversely affect the price and demand for coal. According to the Department of Energy's Annual Energy Outlook for 1998, coal accounts for 34% of the man-made greenhouse gas emissions in the U.S. While the Bush Administration has opposed regulation of greenhouse gas emissions, legislation to control greenhouse gas emissions has been introduced in Congress. Efforts to control greenhouse gas emissions could result in reduced use of coal if electric generators switch to lower carbon sources of fuel.

Mine Health and Safety

           Since the Federal Coal Mine Health and Safety Act of 1969 was adopted, federal legislation has imposed stringent health and safety standards. That legislation resulted in increased operating costs and reduced productivity. The Federal Mine Health and Safety Act of 1977 significantly expanded the enforcement of health and safety standards and imposed health and safety standards on all aspects of mining operations.

           All of the states in which we conduct coal mining operations have programs for mine health and safety regulation and enforcement. In combination, federal and state health and safety regulation in the coal mining industry is perhaps the most comprehensive and pervasive system for protection of employee health and safety affecting any segment of U.S. industry. Together with the federal requirements, these programs provide extensive and comprehensive requirements for protection of employee safety and health.

Black Lung

           Under the black lung provisions of the Coal Mine Health and Safety Act of 1969, the Black Lung Benefits Revenue Act of 1977, the Black Lung Benefits Reform Act of 1977, as amended in 1981, and provisions of state workers' compensation acts, each coal mine operator must secure payment of federal black lung benefits:

• to claimants who are current and former employees, and

• to a federal trust fund for the payment of benefits and medical expenses to claimants who last worked in the coal industry prior to July 1, 1973.

           On a program-wide basis, the federal government awards federal black lung benefits to fewer than 7% of the miners who currently seek these benefits. The trust fund is funded by an excise tax on production of up to $1.10 per ton for deep-mined coal and up to $0.55 per ton for surface-mined coal, and neither amount can exceed 4.4% of the sales price. We pass this tax on to the purchaser under many of our coal sales agreements.

           Since 1980, sponsors have repeatedly introduced federal legislation to increase the black lung approval rate. The last such bill died when Congress adjourned in 1997. Similar legislation will likely be introduced in future sessions of Congress. Black lung claims may also be filed under the provisions of workers compensation laws in states in which a company operates. Kentucky, the state with the most costly black lung provisions, has seen a significant decrease in claims awards since a 1996 law reformed the state workers' compensation system. However, future changes in Kentucky's workers' compensation statutes could result in a return to higher levels of claims.

           In 1997, the U.S. Department of Labor, or DOL, issued proposed regulations ("Regulations") that would amend the existing regulations of the federal black lung program in place since 1982. After a reproposal in late 1999 and extensive comments from the coal and insurance industry, DOL published final Regulations on December 20, 2000. The final Regulations went into effect briefly on January 19, 2001 but were stayed by an agreement with DOL before the Federal District Court for the District of Columbia, pending the Court's response to an application by the coal and insurance industries for a permanent injunction against the use of the Regulations. The Federal District Court issued a decision on August 9, 2001 which granted no relief on any of the multiple requests made to stay specific parts of the Regulations. The Regulations thus went into effect and claims are currently being administered under the Regulations, pending the outcome of an appeal to the U.S. Court of Appeals for the D.C. Circuit. A decision on the appeal is expected sometime after the conclusion of oral arguments in April 2002. The Regulations, among other things, establish a presumption in favor of a claimant's treating physician and limit a coal operator's ability to introduce medical evidence regarding the claimant's medical condition. DOL in testimony and in various pleadings maintains that the approval rate under the new Regulations will not exceed the historic approval rate of claims not assigned to individual coal operations (Trust Fund Claims), which is approximately 13%. DOL has not processed a sufficient number of claims to a high enough level of adjudication to measure the actual activity under the new Regulations meaningfully. Ultimately the effects of administrative hearings at the Office of Administrative Law Judges at DOL must be considered to gauge the impact on the ultimate claim approval rate. Such hearings are not expected to begin until later in 2002, at the earliest.

           Coal Industry Retiree Health Benefit Act of 1992

           The Coal Industry Retiree Health Benefit Act of 1992, or "Coal Act," provides for the funding of health benefits for certain UMW retirees. The Coal Act merged previously established UMW benefit plans into a newly created fund called the "Combined Fund," into which "signatory operators" and "related persons" are obligated to pay annual premiums for beneficiaries. The Coal Act also created a second benefit fund, the "1992 Fund," to provide health benefits for miners who retired between July 21, 1992 and September 30, 1994 and whose former employers are no longer in business. Companies that sign labor agreements under the National Bituminous Coal Wage Agreement must pay premiums to the Combined Fund and the 1992 Fund. The Social Security Administration assigns retired miners and their beneficiaries to the coal companies with which they were formerly employed or related for purposes of assessing the premium. A 1998 U.S. Supreme Court ruling held that the assessment of premiums under the Coal Act against only those coal companies that were signatories to UMW wage agreements only before 1974 is an unconstitutional taking under the Fifth Amendment.

          We currently must pay premiums to both the Combined Fund and the 1992 Fund. The possibility exists that we will be assessed for more miners than could be reasonably foreseen, or that higher premiums will be assessed for the Combined Fund and the 1992 Fund.

Federal Land Policy

           The U.S. government is the largest owner of coal reserves in the nation. It exercises its authority through several agencies, but primarily through the Bureau of Land Management. The majority of these reserves are located in the western U.S. Some are on lands on which we have conducted surface coal mining operations since 1995 and on which we will mine in the future.

           The federal government's authority over public lands exceeds the rights of any private owner of coal. The federal government possesses both the customary property rights of a private owner and the rights of the sovereign over the management of public lands. Although the relevant statutes and regulations, including the Mineral Leasing Act of 1920, as amended by the Federal Coal Leasing Amendments Act of 1976, the Federal Land Policy Management Act of 1977 and the Reclamation Act, are well-established, they create a complex and cumbersome process for a lease applicant. The consequence is that an opponent of federal coal leasing has numerous opportunities to delay the issuance of a federal coal lease.

           Under certain circumstances, the Bureau of Land Management can impose substantial fines and penalties, including revocation of mining permits, under the laws described above. The Bureau can impose monetary sanctions and, in severe circumstances, criminal sanctions for failure to comply with these laws. Regulations also provide that the Bureau can deny or revoke a mining permit if an officer, director or a shareholder with a 10% or greater interest in the entity is affiliated with another entity which has outstanding permit violations. Although we have been cited for violations, neither Horizon nor any of its subsidiaries has ever had a permit suspended or revoked because of any violation by Horizon, its subsidiaries or any of its affiliates. The penalties assessed for these violations have not been material, and most of the violations have been abated without any penalty being assessed.

Compliance with Regulatory Requirements

           We conduct our mining operations in compliance with all applicable federal, state and local laws and regulations. We believe that we currently are in substantial compliance with all of these laws and regulations. However, because of the extensive and comprehensive regulatory requirements, minor, inadvertent violations during mining operations are not unusual. Although we have no intention to commit infractions, and seeks to prevent their occurrence, we may have violations in the future. We believe our compliance record compares favorably with that of other coal mining companies.

           Because of the extensive nature of our land holdings, we have not undertaken an investigation of environmental conditions on most of our land holdings that might subject it to liability under existing environmental laws. From time to time during the course of normal operations there have been discharges of hazardous materials onto lands owned or leased by us. We are not aware of other adverse environmental conditions on such lands that might subject us to material liability under existing environmental laws.

MANAGEMENT

Directors and Executive Officers

           The name, age, present position and a brief account of the business experience of Horizon's executive officers and directors are set forth below.

Name                           Age                           Position

Donald P.  Brown               56     Chief Executive Officer and President, Chairman of
                                      the Board and Director
James I. Campbell              49     Chief Operating Officer
Michael F. Nemser              52     Executive Vice President and Chief Financial Officer
Keith H. Sieber                51     Vice President-Western Operations
Marc R. Merritt                48     Senior Vice President-Sales and Marketing
Julie Hudson                   33     Secretary and Director of Accounting
C.K. Lane                      41     Vice President-Technical Services
Lance G. Sogan                 54     Executive Vice President-Human Resources and
                                      Administration
Richard A. Boone               48     Vice President and Controller
Frank G. Bennett               44     Vice President-Purchasing and Equipment
Anthony S. Bumbico             51     Vice President-Health, Safety and Loss Control
B. R. Brown                    70     Director
John J. Delucca                59     Director
Robert C. Scharp               ___    Director
Scott M. Tepper                42     Director

           Donald P. Brown has been Horizon's Chief Executive Officer, President and Chairman since June 2001 and our President since May 9, 2002. Mr. Brown has worked in the coal industry since 1968 and has extensive experience in all phases of coal mining operations. From September 1997 until January 1999, he served as Horizon's President and Chief Executive Officer, and from January 1999 until November 2000, he served as our Vice Chairman. From 1995 until September 1997, Mr. Brown was Chief Executive Officer of International Executive Services LLC, a coal mining consulting business, and Chief Executive Officer of Beaver Brook Coal Company, LLC, a coal leasing and exploration company. From 1993 to 1995, he served as President of Cyprus Amax, which during his tenure as President became the second largest coal company in the U.S. From 1987 to 1993, Mr. Brown served as President of Cyprus Coal Company.

           James I. Campbell has been Horizon's Chief Operating Officer since December 1999. Mr. Campbell has worked in the coal industry since 1974 and has extensive experience in all phases of the coal business. Prior to joining Horizon in November 1998, he spent 24 years with Pittston Coal Company . From 1996 to 1998, he was Executive Vice President of Pittston Coal Company and President of Pittston Coal Sales Company. From 1992 to 1996, he served as Senior Vice President of Pittston Coal Company and President of Pittston Coal Group. Prior to 1992, Mr. Campbell held progressive operating positions within the Pittston Company.

           Michael F. Nemser has been Horizon's Chief Financial Officer since November 2000 and Horizon's Executive Vice President since May 23, 2002. Mr. Nemser has worked in the coal industry since 1987. From January 1999 to July 2000, he was Senior Vice President - Chief Financial Officer for CONSOL Inc., a major coal and coal-bed methane gas producer. He was Vice President and Treasurer for CONSOL Inc. from January 1992 to January 1996. He was also Vice President and Treasurer of CONSOL Energy Inc. from January 1992 to July 2000. Mr. Nemser joined Consolidated Coal Company in 1987 as Vice President and Treasurer. Mr. Nemser was a consultant to our company until June 1, 2002 when he signed an employment agreement.

           Keith H. Sieber has been Horizon's Vice President--Western Operations since November 1997. Mr. Sieber has worked in the coal industry since 1972. From 1992 until his employment by Horizon in 1997, he was employed as a Vice President by Cyprus Amax.

           Marc R. Merritt has been Horizon's Senior Vice President--Sales and Marketing since January 1998. Mr. Merritt has worked in the coal industry since 1975. From October 1997 through December, 1998 he served as President of M&M Management, Inc., a coal industry consulting company. From October 1986 until January 1994, he was Sales Manager for Addington, Inc., and from January 1994 until September 1997, he served as Executive Vice President--Coal Sales for Pittston Coal Sales Corp.

           Julie Hudson has been Horizon's Secretary and Director of Accounting since February 2002. She has worked in the coal industry since 1995. She served as the Hazard Division Controller for AEI Resources Holding, Inc. from 1998 to 1999. From late in 1999 to 2002, she was Horizon's Manager of Consolidations and External Reporting. Prior to working in the coal industry, she served as a CPA with a public accounting firm.

           C.K. Lane has been Horizon's Vice President - Technical Services since 1998. He has worked in the coal industry since 1982. From 1995 until joining Horizon in 1998, Mr. Lane served as President of Bluegrass Coal Development Company. From 1994 to 1995, he served as President of Old Ben Coal Company.

           Lance G. Sogan has been Horizon's Executive Vice President - Human Resources and Administration since March 2002. He has worked in the coal industry since 1974 and has extensive experience in human resources, administration and operations. From September 1996 to February 2002, he was Vice President and General Manager of Southern Ohio Coal Company. From 1992 to 1996, he was Vice President-Administration and Human Resources for American Electric Power Service Corporation-Fuel Supply. From 1984 to 1992, Mr. Sogan was Human Resources Director for American Electric Power Service Corporation-Fuel Supply. From 1981 to 1984, Mr. Sogan was Manager of Labor Relations for American Electric Power Service Corporation - Fuel Supply.

           Richard A. Boone has been Horizon's Vice President and Corporate Controller since October 2000. He has worked in the coal industry since 1980. From January 1999 to October 2000, he served as Director of Accounting for AEI Resources Holding, Inc. From August 1996 to January 1999 he served as Divisional Controller for Zeigler Coal Holding, Inc. Prior to joining Zeigler in 1996, he served as Regional Controller for Sun Coal and Coke Company.

           Frank G. Bennett has been Horizon's Vice President-Purchasing and Equipment since February 2002. He previously held the position of Management Consultant, Strategy from 1998 to 2002 with Horizon. Mr. Bennett has extensive experience in management, marketing, business development and strategic planning. Prior to joining Horizon, he was Director of Business Development and Strategic Planning for El Dorado Chemical Company from 1996 to 1998. From 1993 to 1996, he was President of Southern Explosives Corporation. From 1990 to 1993, Mr. Bennett was Product Manager, Nitrogen Group and Internal Consultant, Logistics for Explosives Technologies International.

           Anthony S. Bumbico has been Horizon's Vice President-Health, Safety and Loss Control since March 2002. He has worked in the coal industry since 1981 and has extensive experience in human resources, including labor, safety and health. From 1995 to 2002, he was Human Resources Director for AEP Mining & Transportation. From 1994 to 1995, Mr. Bumbico was Safety & Health Director for AEP Fuel Supply. From 1993 to 1994, he was General Manger of Cook Coal Terminal. From 1988 to 1993, Mr. Bumbico held the positions of Safety & Health Manager and Human Resources Manager for Central Ohio Coal Company.

           B. R. (Bobby) Brown has been a Director since May 9, 2002. He has more than 25 years of high-level experience in the coal industry and 40 years in the energy industry. Previously, he served 23 years as Executive Vice President, Chairman and CEO of CONSOL Energy Inc. Mr. Brown is a former Chairman and Director of the National Mining Association and a former Chairman and member of the National Coal Council. He is also a former Chairman and Director of BCOA and a former Chairman, Director and member of the Executive Committee of the CIAB of the International Energy Agency. Mr. Brown is a former member of the Board of Directors of PNC. He is currently a Director of Remington Arms Co., Inc. and Delta Trust and Bank.

           John J. Delucca has been a Director since May 9, 2002. He is currently Executive Vice President-Finance and Administration, Chief Financial Officer and member of the Executive Committee of Coty, Inc. He has more than three decades of high-level experience in finance and investments with RJR Nabisco, Hascoe Associates, The Lexington Group, The Trump Group, International Controls Corporation, Textron Corporation and life insurance companies.

           Robert C. Scharp has been a Director since May 9, 2002. He is the former CEO of Anglo Coal Australia Pty Ltd., previously Shell Coal Group, of Brisbane, who prior to that had a 22-year career with Kerr-McGee Corporation, including four years as president of its coal division. Previously, he was associated with Phelps Dodge. He is a member of the American Institute of Mining Engineering/Society of Mining Engineers and Trustee Development Council of the Colorado School of Mines.

           Scott M. Tepper has been a Director since May 9, 2002. Mr. Tepper is Vice Chairman of the Bio-plexus and has served in such capacity since August 17, 2001. Mr. Tepper was elected to Bio-plexus' Board of Directors on June 28, 2000 and he has served as a consultant to the company since September 1999. Mr. Tepper is the founder and, since 1994, principal of KST Consulting, a healthcare and healthcare technology consulting firm. From 1997 to 2000, Mr. Tepper's projects included several consumer goods companies and a major Northeast grocery chain. From 1994 to 1997, he was Acting Chief Operating Officer for FoxMeyer Canada. Mr. Tepper was instrumental in the formation of this company from four employees to become the largest healthcare technology company in Canada. The company currently trades under the name Medisolution on the Toronto Stock Exchange. From 1986 to 1994, he held senior marketing positions with FoxMeyer Health Corp., Harris Wholesale, PharMor, Inc. and Giant Eagle Supermarkets.

Board of Directors

           Horizon's directors are elected annually to serve until the next annual meeting of stockholders or until their successors are elected and qualified. The current members of Horizon's board were selected in accordance with the terms of our plan of reorganization. The board of directors appoints our executive officers who serve at the board's discretion.

Board Committees

           Horizon's board of directors has an executive committee, audit committee and compensation committee.

           Executive Committee. The executive committee manages our company when the board of directors is not meeting or otherwise acting. The executive committee currently consists of Messrs. Donald P. Brown, B.R. Brown and Scott M. Tepper.

           Audit Committee. The audit committee recommends the appointment of our independent auditors, reviews our internal accounting procedures and financial statements, and consults with and reviews the services provided by our internal and independent auditors. The audit committee currently consists of Messrs. Delucca, Scharp and Tepper.

           Compensation Committee. The compensation committee reviews and recommends to the board the compensation and benefits of all of our executive officers, administers our stock option plans and establishes and reviews general policies relating to compensation and benefits of our employees. The compensation committee currently consists of Messrs. B.R. Brown, Robert C. Sharp and John J. Delucca.

EXECUTIVE COMPENSATION

Executive Officers' Compensation

           The following table sets forth information concerning the annual and long-term compensation earned by Horizon's current and former Chief Executive Officer and each of the four other most highly compensated officers for each of the years indicated.

                                                               Annual Compensation

Name and                                   Fiscal                               Other Annual
Principal Position                         Year       Salary       Bonus        Compensation
- ------------------                         ------     ------       -----        -------------

Donald P. Brown, Chairman of the           2001       $379,808     $500,000      $ --
Board of Directors, Chief Executive
Officer and President (1)

James T. Campbell, Chief Operating         2001       $360,769     $461,221      $ --
Officer

Marc R. Merritt, Senior                    2001       $309,693     $533,221      $ --
Vice-President - Sales and Marketing

Michael F. Nemser, Chief Financial         2001       $320,000(2)  $475,000      $ 71,648(3)
Officer

Keith H. Sieber, Vice President            2001       $335,000     $383,333      $ --
Western Operations

Larry Addington, Former Chief              2001       $  --        $  --         $126,706(5)
Executive Officer (4)

- ----------------------------
(1)  Mr. Brown joined Horizon on June 19, 2001.
(2)  Monthly consulting fees.
(3)  Other annual compensation includes, $65,648 for reimbursement of travel and
     residential expenses and $6,000 for reimbursement of executive insurance.
(4)  Mr. Addington resigned as Horizon's Chief Executive Officer on June 26, 2001.
(5)  Other annual compensation includes costs associated with the use of our
    corporate aircraft by Mr. Addington and Addington Racing, Inc.

Stock Option Plan

          We currently have no stock option plan for our employees, but we expect to implement one within the next year.

Employee Stock Grant Program

           On June 20, 2002, Horizon's board of directors adopted an employee stock grant program. The purposes of the program are to enable Horizon to award incentive compensation in the form of grants of common stock to employees and to enhance the liquidity of the common stock. Under the program, Horizon may issue a total of 400,000 shares of common stock to employees who have performed past services for Horizon or its subsidiaries, or who are in a position to contribute substantially to our growth and profitability. Horizon's Chairman of the Board is authorized to select employees, other than executive officers, who receive stock grants under the program, the number of shares to be granted to each recipient, and the other terms and conditions of the grants. The Compensation Committee is authorized to make such determinations with respect to grants to executive officers. None of the shares awarded under the program are expected to be subject to vesting requirements or restrictions on transfer.

Retirement Plans

           All of our non-union employees are eligible to participate in our company's employee pension plan or the West Virginia-Indiana Coal Holding Company, Inc. Employee Pension Plan. Both are defined benefit pension plans intended to qualify under Section 401(a) of the Internal Revenue Code. The pension plans are cash balance plans whereby each participant's benefit is determined based upon the assumed cash balance credits and earnings that are credited to the participant's hypothetical account. The cash balance credits are 3% of the participant's annual compensation. Each account is credited with assumed earnings equal to the 5-year "Treasury Constant Maturities" rate, subject to a 5% minimum and a 12% maximum rate. The normal retirement age under the pension plans is age 60. Certain participants may be entitled to a minimum benefit under the pension plans equal to the amount that would have been provided under a prior defined benefit formula. Benefits are computed on a straight life annuity basis and payable under several actuarially determined alternatives.

           Compensation under the pension plans generally refers to the base salary (up to $200,000 for 2002, as limited by the Internal Revenue Code) for services rendered including pre-tax deferrals, but excluding items such as bonuses, the value of stock awards and other forms of extraordinary remuneration. As of December 31, 2000, the estimated annual benefit, assuming a 5% return on each participant's hypothetical account, payable at normal retirement age to and the current years of credited service for each of the named executive officers who participated in the pension plans is as follows:

Named Executive Officer       Estimated Annual Accrued Benefit     Years of Credited Service
- -----------------------       --------------------------------     ---------------------------

Donald P. Brown                          $1,068                             2
James I. Campbell                        $1,488                             2
Keith H. Sieber                          $1,356                            1.64
Marc R. Merritt                          $1,464                             2

Non-Employee Director Compensation

           Horizon's non-employee directors receive an annual retainer of $45,000 and an annual award of 500 shares of restricted common stock, plus an additional $1,500 per meeting attended and $1,500 for each committee meeting attended that was not held in conjunction with a board of directors meeting. Non-employee directors are reimbursed for reasonable expenses incurred in connection with attendance at board or committee meetings. The chairman of each of the compensation committee and the audit committee receives an additional annual retainer of $2,000.

Compensation Committee Interlocks and Insider Participation

           In 2001, Horizon did not have a compensation committee. Horizon's board of directors performed all of the functions that might otherwise be performed by such committee. Except with respect to his own compensation, Mr. Nemser participated in the deliberations of Horizon's board of directors regarding executive compensation. In addition, there are no compensation committee interlocks between Horizon and other entities involving Horizon's executive officers and board members who serve as executive officers of such entities.

Employment Agreements

           Donald P. Brown - Horizon entered into an employment agreement with Donald P. Brown on June 14, 2001, effective as of June 19, 2001. Mr. Brown serves as our Chief Executive Officer, President and Chairman of the Board of Directors at an annual base salary of $750,000, with such annual merit increases and bonus compensation as we determine. Mr. Brown received a sign-on bonus of $500,000 as an incentive to join our management team. He is also entitled to participate in any employee benefit plans we sponsor. During the term of his agreement, Mr. Brown will have the use of an automobile and will receive a term life insurance policy in the amount of $500,000. If we terminate Mr. Brown's employment at any time before his employment agreement expires, other than due to death, disability or for cause, we must continue to pay him the remaining compensation over the term of his agreement.

           James I. Campbell - Horizon entered into an employment agreement with James I. Campbell on October 15, 2001, effective as of September 17, 2001. Mr. Campbell serves as our Chief Operating Officer at an annual base salary of $390,000, with such annual merit increases and bonus compensation as we may determine. Mr. Campbell is entitled to participate in any of our employee benefit plans. During the term of his agreement, Mr. Campbell will have the use of an automobile and will receive a term life insurance policy in the amount of $750,000. If we terminate Mr. Campbell's employment at any time before his employment agreement expires on September 16, 2004, other than due to death, disability or cause, we must continue to pay him his remaining annual base salary over the term of his agreement. In the event of a corporate restructuring that results in a person or entity owning more than 50% of our voting interest, Mr. Campbell will have the right to terminate his agreement and will continue to receive his annual base salary for a period of 12 months.

           Keith H. Sieber - Horizon's subsidiary, Bowie Resources Limited, entered into an amended employment agreement with Keith H. Sieber on September 30, 2001. Mr. Sieber serves as President of Bowie and as our Vice-President - Western Operations. Under the terms of Mr. Sieber's prior agreement, Bowie had agreed to pay him a lump sum payment of $2,200,000 upon the earlier of a change of control or February 28, 2003. Bowie has agreed that in lieu of such payment it will pay Mr. Sieber a non-forfeitable, non-refundable bonus of $2,000,000 to be paid in 24 monthly installments of $83,333.33, commencing September 30, 2001. Under the terms of Mr. Sieber's prior agreement, we entered into a draw promissory note dated March 22, 2000 with Mr. Sieber as obligor, which note has a current outstanding balance of $787,049 in principal and interest. Interest on the principal amount under this note accrues at a rate of 6.02% per annum. Bowie has agreed that Mr. Sieber will no longer be required to make monthly payments on the note and that interest will no longer accrue on the outstanding balance of the note. Bowie further agreed to forgive $262,349.66 of the outstanding balance of the note on March 1, 2002, $262,349.66 of the outstanding balance of the note on March 1, 2003 and $262,349.68 on March 1, 2004. If Mr. Sieber's employment is terminated for cause or if Mr. Sieber terminates his employment prior to the forgiveness of a portion of the outstanding balance, Mr. Sieber will be obligated to pay the remaining outstanding balance of the note immediately. Mr. Sieber is entitled to participate in any employee benefit plans sponsored by Bowie. During the term of his employment, Mr. Sieber will have the use of an automobile and will receive a term life insurance policy in the amount of $500,000. Mr. Sieber is also entitled to a non-forfeitable, non-refundable bonus in the amount of $1,000,000 upon the closing of a joint venture agreement between Bowie and an unrelated third party.

           Michael F. Nemser - Horizon entered into an employment agreement with Michael F. Nemser on May 17, 2002. Mr. Nemser serves as our Executive Vice-President and Chief Financial Officer at an annual base salary of $360,000 with an annual incentive bonus of up to $500,000 as we determine. Mr. Nemser is entitled to participate in any employee benefit plans we sponsor. During the term of his employment, Mr. Nemser receives a life insurance policy in the amount of $750,000 and will have the use of an automobile. We will reimburse Mr. Nemser for housing expenses of up to $700 per month and for weekly travel expenses to and from Ashland, Kentucky. If we terminate Mr. Nemser's employment at any time before his employment agreement expires on September 30, 2004 other than due to death, disability or cause or if Mr. Nemser terminates his employment agreement within 60 days of a change of control, we must continue to pay him the compensation remaining over the term of his agreement.

           Marc R. Merritt - Horizon entered into an amended employment agreement with Marc R. Merritt on October 15, 2001. Mr. Merritt serves as our Senior Vice-President of Sales and Marketing at an annual base salary of $360,000 with an annual incentive bonus of up to $500,000 as we determined. Mr. Merritt is entitled to participate in any employee benefit plans we sponsor. During the term of his employment, Mr. Merritt receives a life insurance policy in the amount of $750,000 and will have the use of an automobile. If we terminate Mr. Merritt's employment at any time before his employment agreement expires on September 16, 2004 other than due to death, disability or cause, we must continue to pay him the compensation remaining over the term of his agreement.

SELLING SECURITYHOLDERS

           The following table sets forth certain information furnished by each of the selling securityholders with respect the amount of senior secured notes offered by such selling securityholder, which in each case is equal to the amount of notes beneficially owned by each of the selling securityholders as of May 9, 2002. The following table indicates by footnote reference any material relationship which the selling securityholder has had with us during the preceding three years.

                                                           Principal Amount of
Name of Registered Holder                                  Senior Secured Notes
- -------------------------                                  --------------------

[TO BE COMPLETED]

TRANSACTIONS WITH FORMER CONTROLLING
STOCKHOLDER AND RELATED PERSONS

General

           We are not party to any related party transactions, other than the executive compensation agreements described above under "Executive Compensation--Employment Agreements."

           Before our financial restructuring we were closely held and had entered into various agreements with entities owned or controlled by Larry Addington, our former Chief Executive Officer and controlling stockholder, and/or his family members. As a result of our reorganization, Mr. Addington is no longer one of our officers, directors or stockholders. We believe that the terms and conditions contained in these agreements are comparable to terms and conditions generally governing similar agreements between non-affiliated entities in the area. Please see Note 18 of the Notes to Horizon's consolidated financial statements for more information on these related party agreements.

Termination Rights Agreement

           In connection with certain related party agreements which survived the confirmation of our plan of reorganization, we and various of our affiliates entered into a termination rights agreement. This agreement provides that for a period of six months from the effective date of our plan of reorganization, if we believe that prices for goods or services provided by such affiliates under such related party agreements exceed market price, we may enter into negotiations with such affiliates under all agreements involving the same type of transaction to obtain the same goods or services at market price. If the parties' agreed-upon methodology for determining market price does not produce a market price that is reasonably acceptable to the parties, either party may terminate all (but not less than all) such related party agreements, effective six months after receipt of notice. This agreement also provides that for a period of six months from the effective date, we will have the right to terminate up to 30% of certain existing equipment leases with such affiliates, effective either six or twelve months after receipt of notice.

Arrangements Involving Former Related Parties

           We have an agreement with Task Trucking, Inc., which is owned by a family member of our former CEO and controlling stockholder. Under this agreement, Task provides trucking brokerage services to us. We paid Task approximately $23.9 million under this agreement in 1999, $24.2 million in 2000, and $20.1 million in 2001. Substantial portions of these payments were disbursed by Task for sub-contract trucking services. Task retained $0.10 per ton of coal hauled the trucking sub-contractors, which equaled approximately 7 million tons in 1999, 6.5 million tons in 2000, and 7.5 million tons in 2001. On June 19, 2002, we delivered our 30-day notice of termination of this agreement to Task.

           We have several service agreements with Mining Machinery, Inc., or MMI, a majority of which is owned by our former CEO and controlling stockholder. Under these agreements, MMI maintains and repairs much of our mining and related equipment, and provides us with various other services. We pay minimum monthly fees under these agreements of $15,000 and have a security deposit with MMI of $250,000. MMI also leases us approximately 291 pieces of mining and related equipment. We paid MMI a total of $31.7 million under these agreements in 1999, $43.4 million in 2000, and $56 million in 2001. These agreements are subject to the termination rights agreement.

           We have posted a letter of credit in the amount of $5 million in favor of MMI, as security for our performance under our agreements with MMI. This letter of credit was required by one of MMI's lenders as a condition to permitting MMI to continue to obtain new mining and related equipment, which MMI leases to us. This arrangement is not subject to the termination rights agreement.

           Pursuant to a technology sharing agreement between us and an entity controlled by our former CEO and controlling stockholder, each party agreed to share with the other party certain technology developed by it relating to highwall mining. This agreement is not subject to the termination rights agreement.

           Pursuant to a manufacture and service agreement between us and an entity controlled by our former CEO and controlling stockholder, we agreed to manufacture highwall mining systems on a cost plus ten percent basis. No payments were made pursuant to this agreement in 1999, 2000 or 2001. This agreement is subject to the termination rights agreement.

           We have several 99-year lease agreements with EnviroPower, LLC, a majority of which is owned by our former CEO and controlling stockholder and his family members. The aggregate number of acres subject to these leases is 9,298, and the aggregate amount of rent payments due under these leases is $4,903,775. In addition, we have entered into three option agreements with EnviroPower granting an exclusive two-year option to recover certain waste coal and to lease certain mine locations containing coal slurry impoundments and coarse refuse piles. These agreements are not subject to the termination rights agreement.

           Pursuant to an agreement to take waste between us and EnviroFuels, LLC, a wholly-owned subsidiary of EnviroPower, EnviroFuels has the right to remove a stockpile of coal waste on our property. EnviroFuels paid us $5,000 upon execution of this agreement, and must pay us $0.25 for each ton of coal waste removed from the property. No payments were made pursuant to this agreement in 1999, 2000 or 2001. This agreement is subject to the termination rights agreement.

           We have a 10-year lease for our corporate offices with an entity owned in part by our former CEO and controlling stockholder and his family members. Annual base rent under the lease agreement is approximately $1.76 million per year. We have subleased a portion of the premises to an independent third party, reducing our net rent under the lease agreement to approximately $764,000 annually. This lease is subject to the termination rights agreement.

           We own or lease certain property in Kentucky from which production had ceased or had been idled due to poor quality, difficult mining conditions and/or generally high production costs. We leased certain of these properties to Appalachian Fuels, LLC, which is wholly-owned by a family member of our former CEO and controlling stockholder. Appalachian Fuels agreed to mine these properties and, in some cases, assume primary reclamation liability. We estimate that the reclamation and related obligations assumed by Appalachian Fuels will total approximately $10.6 million over the next five years. Appalachian Fuels pays us royalties or per ton overrides under these leases, which totaled $577,577.85 in 2001. These leases are subject to the termination rights agreement.

           We entered into three "through-put" agreements with Appalachian Fuels in 2001, pursuant to which we load coal mined by Appalachian Fuels through our loadout facilities. We receive a market-level override fee per ton from Appalachian Fuels under each of these agreements. Payments totaling $8,979 were received pursuant to these agreements in 2001. These agreements are subject to the termination rights agreement.

           We lease a highwall miner to Appalachian Fuels, and provide related labor and services. Appalachian Fuels paid us a total of $1.4 million under this lease in 2001. This lease is subject to the termination rights agreement.

           We entered into various short-term coal sales agreements with Appalachian Fuels in May 2001, pursuant to which Appalachian Fuels agreed to purchase coal from us through December 31, 2001. Appalachian Fuels paid us a total of $15.3 million under these agreements in 2001. In 2002, we have been paid $20.6 million relative to various coal sales agreements with Appalachian Fuels as of March 31. These agreements are subject to the termination rights agreement.

           We license certain software to Appalachian Fuels pursuant to a software license agreement. Appalachian Fuels paid us a total of $10,000 under this agreement in 2001. This agreement is subject to the termination rights agreement.

           We have entered into several oil, gas and coal seam gas leases with an entity which is owned by our former CEO and controlling stockholder and his family members. No payments were made pursuant to these agreements in 1999, 2000 or 2001. These leases are not subject to the termination rights agreement.

           In connection with our reorganization, we granted to an entity designated by our former CEO and controlling stockholder an option to purchase, from time to time, certain real property owned by us and leased to EnviroPower (or its subsidiary). These options have a term of one year, and depending on the tract of real property being purchased, the purchase price is either the pro-rata amount of the lease payments which are then due and owing by EnviroPower (or its subsidiary) to us under the lease agreements relating to such real property, or the fair market value of such real property as determined by an independent appraiser mutually agreeable to the parties. Upon each exercise of these options, the purchaser will grant to us such real property interests as are necessary to permit us to complete our reclamation activities and provide us with access to adjacent properties. These options are not subject to the termination rights agreement.

DESCRIPTION OF SENIOR SECURED NOTES

          The following description is a summary of the material terms of the 11.75% senior secured notes due 2009 entered into and issued by Horizon NR and Horizon Finance Corp., collectively referred to as HNR, pursuant to our plan of reorganization. It does not restate our debt agreement in its entirety. We urge you to read our debt agreement because it, and not this description, defines our rights and our obligations to the holders of the senior secured notes. For more complete information regarding the senior secured notes, reference is made to the Indenture and other agreements and instruments governing such indebtedness, copies of which have been filed as exhibits to the Registration Statement of which this prospectus is a part, and which are incorporated by reference in this prospectus. Copies of our debt agreements also may be obtained by contacting us at 2000 Ashland Drive, Ashland, Kentucky 41101, Attention: Chief Financial Officer.

           Prior to the effective date of our plan of reorganization, we had a $150 million debtor-in-possession credit facility with Deutsche Bank Trust Company Americas and an $875 million credit facility with UBS AG. We also had $200 million of 10.5% senior notes, $150 million of 11.5% senior subordinated notes, $115 million of 6.90% port facility revenue refunding bonds, $30.8 million of 6.95% industrial revenue refunding bonds, and $1 million of 4.4% adjustable rate industrial development revenue bonds.

          On the effective date of our plan of reorganization, HNR entered into a $250 million credit facility with Deutsche Bank Trust Company Americas. See "Description of Other Indebtedness--Credit Agreement." We also distributed approximately $49 million in cash, $475 million of senior secured term notes and $450 million of 11.75% senior notes in satisfaction of our $875 million of pre-petition bank debt. See "Description of Other Indebtedness--Floating Rate Senior Secured Term Notes due 2008" and description of the senior secured notes below. Horizon also cancelled all of its existing equity (including all options and warrants) and issued 20,000,000 shares of new common stock in satisfaction of our $496.8 million of pre-petition notes and industrial revenue bonds. Our lenders under our $250 million credit facility are entitled to a first priority lien in the collateral pledged by us, the holders of the $475 million of senior secured term notes are entitled to a second priority lien in the collateral pledged by us, and the holders of the $450 million of senior notes are entitled to a third priority lien in the collateral pledged by us. Deutsche Bank Trust Company Americas will act as collateral agent in connection with matters relating to the priority of our creditors' liens.

          General

          On May 9, 2002, HNR issued $450 million of senior secured notes to the lenders under our old credit agreement pursuant to our plan of reorganization under an indenture dated as of May 8, 2002, among HNR, as issuer, Horizon and substantially all of its subsidiaries, as guarantors, and Wells Fargo Bank Minnesota, N.A., as indenture trustee.

           Principal of, and interest on, the senior secured notes are payable, and the senior secured notes are exchangeable and transferable, at the Corporate Trust Office of the Trustee, at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, or such other office or agency permitted under the Indenture. The senior secured notes are issued only in fully registered form without coupons, in denominations of $100 or any integral multiple thereof. No service charge will be made for any registration of transfer or exchange of senior secured notes, except for any tax or other governmental charge that may be imposed in connection therewith.

          The terms of the senior secured notes include those set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act"), as in effect on the date of the Indenture. Wherever particular provisions or definitions in the Indenture or the senior secured notes are referred to in this prospectus, such provisions or definitions are incorporated by reference. The definitions of certain capitalized terms used in the following summary are set forth in "Glossary of Terms" below. Other capitalized terms are used but not defined in the following summary, and are defined in the Indenture.

           Security and Collateral

           HNR's obligations under the credit agreement are secured by a third priority lien (subject to certain exceptions) in:

• substantially all of Horizon's and its subsidiaries' assets, including accounts receivable, inventory, property, plant and equipment, intangibles, contract rights, other personal property and real property; and

• the capital stock (or other equity interests) of substantially all of Horizon's subsidiaries.

The collateral includes after-acquired assets of Horizon and such subsidiaries to the extent that such assets are acquired by Horizon any such subsidiary without financing secured by a lien on such assets.

          Maturity

          The senior secured term notes will mature on May 8, 2009.

          Interest

          The senior secured notes will bear interest at the rate of 11.75% per annum payable semi-annually on May 15 and November 15 of each year, commencing November 15, 2002, to the person in whose name the senior secured note is registered at the close of business on the preceding May 1 or November 1, as the case may be.

          Optional Redemption

          At any time prior to May 8, 2003, HNR may, at its option, on any one or more occasions redeem all or any portion of the outstanding aggregate principal amount of senior secured notes at 100% of the aggregate principal amount plus accrued and unpaid interest on the senior secured notes redeemed. On or after May 8, 2003, HNR may redeem all or a part of our senior secured notes upon not less than thirty (30) nor more than sixty (60) days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest (if any) to the applicable date of redemption, if redeemed during the periods beginning on May 8, 2003 of the years indicated below:

Year
2003
2004
2005
2006
2007 and thereafter Percentage
105.875%
104.40625%
102.9375%
101.46875%
100%

          Mandatory Redemption

          HNR is not required to make regularly scheduled mandatory redemption or sinking fund payments with respect to the senior secured notes. Upon a change of control and certain asset dispositions, HNR is required to offer to purchase some or all of the senior secured notes, as more fully described in the Indenture.

          Guarantee

           Horizon and substantially all of its subsidiaries, jointly and severally, have unconditionally guaranteed to each holder of a senior secured note:

• the prompt payment in full of principal of and interest on the senior secured notes when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the senior secured notes, if any, if lawful, and all other obligations of Horizon NR to the holders of the senior secured notes or the trustee shall be promptly paid in full or performed, all in accordance with the terms and provisions set forth in the Indenture; and

• in case of any extension of time of payment or renewal of any senior secured notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the guarantors shall be jointly and severally obligated to pay the same immediately. The guarantee is a guarantee of payment and performance and not a guarantee of collection.

          In the event of a sale or other disposition of all of the assets of any guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any guarantor, in each case to a person that is not (either before or after giving effect to such transactions) a subsidiary of ours, then such guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such guarantor) or the person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such guarantor) shall be released and relieved of any obligations under its note guarantee; provided that such sale or other disposition are permitted under the terms of the credit facility and Term Note Purchase Agreement. Upon our delivery to the trustee of required documentation, the trustee shall execute any documents reasonably required in order to evidence the release of any guarantor from its obligations under its note guarantee.

          Change of Control

          A "Change of Control" means any person (other than any stockholder and the affiliates of such stockholder who collectively own more than 10% of our outstanding capital interests as of May 8, 2002), either individually or acting in concert with other persons, shall have acquired beneficial ownership, directly or indirectly, of Horizon's capital interests (or equity interests convertible into such capital interests) representing 33% or more of the combined voting power of all capital interests of Horizon entitled to vote in the election of Horizon's board of directors (other than any such capital interests having such power only by reason of the happening of a contingency). As used in herein, the term "beneficially own" or "beneficial ownership" have the meaning set forth in the Exchange Act.

          In the event of a Change of Control, Horizon NR will (i) within sixty (60) days after the occurrence of such Change of Control, notify each holder of senior secured notes in writing of the occurrence of and the circumstances and relevant facts regarding such Change of Control and (ii) make an offer to purchase (the "Change of Control Offer") the senior secured notes for cash at a purchase price equal to 101% of the aggregate principal amount of the senior secured notes or portions of the notes validly tendered for payment, plus accrued and unpaid interest thereon, to the date of purchase (the "Change of Control Payment") on or before the date specified in such notice, which date can be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed (the "Change of Control Payment Date"). The Change of Control Offer will remain open from the time such offer is made until the Change of Control Purchase Date. Horizon NR will purchase all senior secured notes properly tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that holders of the senior secured notes must follow to accept the Change of Control Offer.

          The occurrence of certain of the events which would constitute a Change of Control could constitute a default under Horizon NR's existing and future Indebtedness. In addition, the exercise by the holders of the senior secured notes and of their right to require Horizon NR to repurchase senior secured notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on Horizon NR. Finally, if a Change of Control Offer is made, there can be no assurance that Horizon NR will have sufficient funds or other resources to pay the Change of Control Payment for all the senior secured notes that might be delivered by holders thereof seeking to accept the Change of Control Offer.

          The Change of Control provisions described above may deter certain mergers, tender offers and other takeover attempts involving Horizon and, thus, the removal of Horizon's incumbent management. The Change of Control provisions will not prevent a change in a majority of the members of Horizon's board of directors which is approved by a majority of Horizon's the then-present board of directors. Because Horizon is the sole member of Horizon NR and with full power and authority to manage the business affairs of Horizon NR, any Change in Control of Horizon could impact the management of Horizon NR.

           Horizon NR will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of senior secured notes pursuant to any Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions relating to the Change of Control Offer, Horizon NR will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control covenant by virtue thereof.

          Certain Covenants

          The Indenture contains many covenants that restrict our operations and management, including, among others, the following covenants:

           Limitation on Restricted Payments. Neither Horizon nor any of its subsidiaries are permitted to:

• declare or pay any dividend or make any distribution on account of Horizon's or any of its subsidiaries' outstanding equity interests (including any such distribution by such persons in connection with any merger or consolidation involving Horizon or Horizon NR (other than dividends or distributions payable in equity interests (other than Disqualified Stock) of Horizon or Horizon NR or dividends or distributions payable to us or any of our wholly-owned subsidiaries);

• purchase, redeem or otherwise acquire or retire for value any equity interests of Horizon or Horizon NR, including any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire outstanding equity interests of Horizon or Horizon NR;

• make any principal, sinking fund or similar payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, except at scheduled maturity; or

• make any investment other than (a) a permitted investment or (b) investments (including all deferred purchase price obligations and any Indebtedness acquired or assumed in connection therewith) not exceeding $25,000,000 in the aggregate in any fiscal year,

(all such payments and other actions set out in this paragraph being collectively referred to as "Restricted Payments").

           Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Neither Horizon nor any of its subsidiaries is permitted to create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any subsidiary to:

• pay dividends or make any other distributions to Horizon or any of its subsidiaries (A) on their capital interests or (B) with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Horizon or any of its subsidiaries;

• make loans or advances to Horizon or any of its subsidiaries; or

• transfer any of our properties or assets to Horizon or any of its subsidiaries.

           Limitation on Indebtedness. Neither Horizon nor any of its subsidiaries is permitted to incur any Indebtedness unless certain specified financial ratios are maintained and no Default or Event of Default has occurred and is continuing at the time of such incurrence or would occur as a consequence of such incurrence, in which case the following Indebtedness is permitted:

          (i) the incurrence by Horizon NR and the guarantors of Indebtedness under the credit agreement in an aggregate principal amount not to exceed $270,000,000 at any time outstanding, minus any permanent reductions made pursuant to the Indenture, plus the aggregate amount by which the Term Note Purchase Agreement or the senior secured notes are refinanced in accordance with the terms of the credit agreement (including any fees, costs and expenses incurred in connection with any such refinancing);

          (ii) the incurrence by Horizon NR and the guarantors of Indebtedness under the Term Note Purchase Agreement in an aggregate principal amount not to exceed $475,000,000 at any time outstanding, minus any permanent reductions made pursuant to the Indenture; provided, however, that, for purposes of listing permitted Indebtedness, any refinancing of the Term Note Purchase Agreement shall be in accordance with the requirements set forth in the definition of Permitted Refinancing Indebtedness (other than clause (ii) of such definition with respect to any refinancing of the Term Note Purchase Agreement under the credit agreement) and provided further, that such refinancing Indebtedness, if secured, is subject to the Intercreditor Agreement and the holders (or a representative of such holders) of such refinancing Indebtedness are or become parties to the Intercreditor Agreement and the priority and rights of the lenders under the credit agreement with respect to the collateral and the loan documents thereunder are not adversely affected by the refinancing of such Indebtedness;

          (iii) the incurrence by Horizon NR and the guarantors of Existing Indebtedness; provided that any Indebtedness incurred under the credit agreement or Term Note Purchase Agreement shall be incurred pursuant to clauses (i) and (ii) above, respectively, and not this clause (iii);

          (iv) the incurrence by Horizon NR and the guarantors of Indebtedness under capital lease obligations not to exceed an aggregate of $20,000,000 at any one time outstanding;

          (v) the incurrence by Horizon NR and the guarantors of intercompany Indebtedness between or among us, Horizon NR and any subsidiary guarantor; provided, however, that

          (A) if Horizon NR is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the senior secured notes and the Indenture,

          (B) if Horizon is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of Horizon's note guarantee,

          (C) if a subsidiary guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of such subsidiary guarantor's note guarantee; and

          (D) (I) any subsequent event or issuance or transfer of equity interests that results in any such Indebtedness being held by a person other than Horizon, Horizon NR or a subsidiary guarantor and (II) any sale or other transfer of any such Indebtedness to a person that is not Horizon, Horizon NR or a subsidiary guarantor shall be deemed, in each case, to constitute an incurrence of such Indebtedness by Horizon, Horizon NR or such subsidiary guarantor, as the case may be, that was not permitted by this clause (iv);

provided, however, that any payment by any subsidiary guarantor under any note guarantee shall result in a pro tanto reduction of the amount of any intercompany Indebtedness owed by such subsidiary to Horizon or to any of its subsidiaries for whose benefit such payment is made;

          (vi) Permitted Refinancing Indebtedness in respect of Indebtedness incurred in accordance with clauses (iii), (iv),(vii), (ix), (xiv) and this clause (vi) above; provided, however, with respect to clause (xiv) only, that such refinancing Indebtedness is, if secured, subject to the Intercreditor Agreement and the holders (or a representative of such holders) of such refinancing Indebtedness are or become parties to the Intercreditor Agreement and the priority and rights of the lenders under the credit agreement with respect to the collateral and the loan documents thereunder are not adversely affected by the refinancing of such Indebtedness;

          (vii) the incurrence by Horizon and its subsidiaries of Subordinated Indebtedness in aggregate principal amount not to exceed $25.0 million at any time outstanding;

          (viii) the incurrence by Horizon and its subsidiaries of Indebtedness with respect to hedging contracts entered into in the ordinary course of business and designed to protect against fluctuations in interest rates in an aggregate amount not to exceed the amount of the liabilities so hedged;

          (ix) the incurrence by Horizon and its subsidiaries of Indebtedness with respect to "take-or-pay" contracts, other than any such contract expressly requiring Horizon or such subsidiary, as the case may be, to make payment thereunder regardless of whether such materials, supplies, other property or services are delivered or furnished to it;

          (x) the incurrence by Horizon and its subsidiaries of unsecured Indebtedness incurred by Horizon or any subsidiary not to exceed $10.0 million in the aggregate;

          (xi) the incurrence by Horizon and its subsidiaries of Indebtedness in the form of deferred purchase price obligations related to the Blue Buffalo Transaction in an aggregate amount which does not exceed $30.0 million;

          (xii) the incurrence by Horizon and its subsidiaries of Indebtedness in the form of deferred purchase price obligations related to acquisitions permitted pursuant to Section 4.07(a)(iv) of the Indenture;

          (xiii) Indebtedness of any person that becomes a wholly-owned subsidiary of Horizon existing at the time such subsidiary became a subsidiary provided that (a) such Indebtedness was not created in contemplation of or in connection with such acquisition of such subsidiary, (b) immediately after giving effect to such acquisition no Default of Event of Default shall have occurred and be continuing and (c) the aggregate amount of Indebtedness outstanding at any time pursuant to this clause (xiii) shall not exceed $100.0 million;

          (xiv) Indebtedness represented by the senior secured notes and guarantees;

          (xv) Indebtedness arising in the ordinary course of business in connection with honoring a check, draft or similar instrument against insufficient funds; provided, however, that such Indebtedness is extinguished within two (2) business days of its incurrence and the aggregate amount of all such Indebtedness does not exceed $5.0 million at any one time outstanding; and

          (xvi) Indebtedness in an aggregate principal amount not to exceed $20.0 million at any time outstanding.

           Limitation on Asset Sales. Neither Horizon nor any of its subsidiaries is permitted to consummate an Asset Sale (other than Permitted Asset Sales) unless:

• Horizon or the subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or equity interests issued or sold or otherwise disposed of, and

• at least 80% of the consideration therefor received by us or such subsidiary is in the form of cash or cash equivalents.

"Asset Sale" means (i) the sale of any assets or rights (including, without limitation, by way of a sale and leaseback) other than (A) sales of coal or synthetic fuel generated from coal, methane gas, oil or other mineral or timber or (B) sales of highwall mining machinery and equipment (and parts therefor) and (C) the licensing of intellectual property, in the case of each of (A), (B) and (C) in the ordinary course of business, and (ii) the issue or sale by Horizon or any of its subsidiaries of equity interests of any of Horizon's subsidiaries, in the case of either clause (i) or (ii), whether in a single transaction or a series of related transactions that have a fair market value (as determined in good faith by Horizon's board of directors) in excess of $1.0 million (in the case of a single transaction or series of related transactions) or in excess of $5.0 million (in the case of all such transactions in the aggregate). Notwithstanding the foregoing, the following items shall not be deemed to be Asset Sales: (i) a transfer of assets between or among Horizon, Horizon NR and one or more subsidiary guarantors; (ii) an issuance of equity interests by a subsidiary guarantor to Horizon or HNR or to another subsidiary guarantor; (iii) a restricted payment that is permitted by the Indenture; and (iv) a disposition of obsolete, worn out or surplus real or personal property in the ordinary course of business.

"Excess Proceeds" means any net proceeds from Asset Sales that are not required to be applied to permanently repay any Indebtedness and/or cash collateralize letters of credit and/or permanently reduce commitments under the credit agreement and the Term Note Purchase Agreement or invested by Horizon or its subsidiaries within 270 days after the receipt of such net proceeds from an Asset Sale.

In the event of an Asset Sale in which Horizon or any of its subsidiaries receives Excess Proceeds exceeding $10.0 million, Horizon NR will:

• notify the trustee and each holder of senior secured notes in writing of the occurrence of and relevant facts regarding such Asset Sale, and

• make an offer to purchase (the "Asset Sale Offer") the maximum principal amount of senior secured notes and such other pari passu indebtedness that may be purchased out of the Excess Proceeds.

The Asset Sale Offer price will be equal to 100% of principal amount plus accrued and unpaid interest to the date of purchase and will be payable in cash, in accordance with the procedures set forth in the notice. The Asset Sale Offer will remain open from the time such offer is made until the purchase date. Horizon NR will purchase all senior secured notes properly tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Asset Sale Offer will state, among other things, the procedures that holders of the senior secured notes must follow to accept the Asset Sale Offer.

           Limitation on Liens. Neither Horizon nor any of its subsidiaries is permitted to create, incur, assume or permit to exist any lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Horizon or any of its subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any lien with respect to any such property, asset, income or profits under the Uniform Commercial Code or under any similar recording or notice statute other than permitted liens, unless contemporaneously therewith effective provision is made, subject to the terms of the Intercreditor Agreement, to secure the Indebtedness due under the Indenture and the senior secured notes or, in respect of liens on any subsidiary's property or assets, any guarantee of such subsidiary, equally and ratably with the Indebtedness secured by such lien for so long as such Indebtedness is so secured.

           Limitation on Transactions with Affiliates. Neither Horizon nor any of its subsidiaries is permitted to, except as otherwise expressly permitted in the Indenture, do any of the following:

• make any investment in any of Horizon's affiliates that is not a subsidiary of Horizon;

• transfer, sell, lease, assign or otherwise dispose of any asset to any of Horizon's affiliates that is not a subsidiary of Horizon;

• merge into or consolidate with or purchase or acquire assets from any of Horizon's affiliates that is not a subsidiary of Horizon;

• repay any Indebtedness to any of Horizon's affiliates that is not a subsidiary of Horizon; or

• enter into any other transaction directly or indirectly with or for the benefit of any of Horizon's affiliates that is not a guarantor (including guaranties and assumptions of obligations of any such person), except for:

• transactions in the ordinary course of business on a basis no less favorable to us or such guarantor as would be obtained in a comparable arm's length transaction with a person not an affiliate of Horizon,

• salaries and other employee compensation to Horizon's officers, employees or directors or any of our subsidiaries commensurate with current compensation levels,

• payments permitted under our plan of reorganization, and

• transactions existing and as in effect on May 8, 2002, including, without limitation, the Tax Sharing Agreement dated as of August 4, 1998, by and between Horizon and Horizon NR.

           Limitation on Business Activities. Neither Horizon nor any of its subsidiaries is permitted to, engage in any business other than:

• those businesses in which Horizon and its subsidiaries are engaged on May 8, 2002 and such businesses as are similar or reasonably related thereto as determined in good faith by Horizon's board of directors; and

• such other lines of business as may be permitted pursuant to the credit agreement.

           Limitations on Preferred Stock or Preferred Equity Interests of Subsidiaries. Neither Horizon nor any of its subsidiaries is permitted to issue or sell any preferred stock or preferred equity interests (other than to Horizon, HNR or a subsidiary guarantor) or permit any person (other than Horizon, HNR or a subsidiary guarantor) to own any preferred stock or preferred equity interests of any subsidiary; provided, however, that Horizon and its subsidiaries may issue preferred stock or preferred equity interests if:

• after giving effect on a pro forma basis to such issuance or ownership and to the extent set forth in the definition of consolidated fixed charge coverage ratio the receipt and application of the proceeds thereof, Horizon and its subsidiaries would have been able to incur $1.00 of additional Indebtedness in accordance with Section 4.09(a) of the Indenture; and

• no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of such issuance or ownership.

           Limitation on Sale and Lease-Back Transactions. Neither Horizon nor any of its subsidiaries is permitted to enter into any sale and lease back transaction; provided that Horizon and its subsidiaries may enter into a sale and lease back transaction if:

• Horizon could have (a) incurred Indebtedness in an amount equal to the attributable debt relating to such sale and lease back transaction pursuant to the consolidated fixed charge coverage ratio test set forth in the Indenture and (b) incurred a lien to secure such Indebtedness pursuant to Section 4.12 of the Indenture;

• the gross cash proceeds of such sale and lease back transaction are at least equal to the fair market value (as determined in good faith by Horizon's board of directors and set forth in an officer's certificate delivered to the trustee by Horizon) of the property that is the subject of such sale and lease back transaction; and

• the transfer of assets in such sale and lease back transaction is permitted by, and Horizon and its subsidiaries apply the proceeds of such transaction in compliance with, the terms and provisions of the Indenture.

           Limitation on Payments for Consent. Neither Horizon nor any of its subsidiaries is permitted to pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any senior secured notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the senior secured notes, unless such a consideration is offered to be paid or agreed to be paid to all holders of the senior secured notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

           Limitation on Corporate Existence. Subject to the terms and provisions of the Indenture, Horizon shall do or cause to be done all things necessary to preserve and keep in full force and effect:

• its corporate existence, and the corporate, partnership or other existence of Horizon NR and the subsidiary guarantors, in accordance with the respective organizational documents (as the same may be amended from time to time) of Horizon , Horizon NR or any such subsidiary guarantor and

• the rights (charter and statutory), licenses and franchises of Horizon and its subsidiaries; provided, however, that Horizon shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its subsidiaries, if Horizon's board of directors shall determine that the preservation thereof is no longer desirable in the conduct of Horizon's and its subsidiaries' business, taken as a whole, and that the loss thereof is not adverse in any material respect to the holders of the senior secured notes.

           Limitation on Layering of Indebtedness. Horizon NR is not permitted to incur any Indebtedness that by its terms would expressly rank senior in right of payment to the senior secured notes and expressly rank subordinate in right of payment to the credit agreement and senior secured term notes. No guarantor shall, directly or indirectly, incur any Indebtedness that by its terms would expressly rank senior in right of payment to the note guarantee of such guarantor and expressly rank subordinate in right of payment to the credit agreement and senior secured term notes or such guarantor's guarantee under the credit agreement and Term Note Purchase Agreement.

           Limitation on Changes to Security Documents. Neither Horizon nor any of its subsidiaries is permitted to amend, waive or modify, or take or refrain from taking any action that has the effect of amending, waiving or modifying, any provision of the Security Documents provided, that:

• the collateral may be released or modified in an Asset Sale or otherwise as expressly authorized in the Indenture, the Security Documents or the Intercreditor Agreement;

• any Guarantee and pledges may be released in an Asset Sale or otherwise as expressly provided in the Indenture, the Security Documents or the Intercreditor Agreement; and

• the Indenture, any of the Security Documents and the Intercreditor Agreement may be otherwise amended, waived or modified as set forth under the terms and provisions of the Indenture, in the Security Documents or in the Intercreditor Agreement.

           Merger, Consolidation or Sale of Assets

          HNR is not permitted to merge, consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets in any one transaction or series of transactions other than a merger of a subsidiary guarantor into HNR where HNR is the surviving entity or the subsidiary guarantor is the surviving entity and the surviving entity shall expressly assume, by an indenture supplemental thereto, executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of HNR under the senior secured notes, the Indenture and the Registration Rights Agreement (described below); provided, however, that Horizon NR may so merge, consolidate or amalgamate with or into any subsidiary of Horizon's that is a corporation.

           Horizon is not permitted to consolidate, merge or amalgamate with or into (whether or not Horizon is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets and those of its subsidiaries in one or more related transactions to, another corporation, person or entity, unless:

• either (a) Horizon is the surviving entity, or (b) the entity or the person formed by or surviving any such consolidation or merger (if other than Horizon) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is organized and existing under the laws of the United States, any state thereof or the District of Columbia;

• the entity or person formed by or surviving any such consolidation or merger (if other than Horizon) or the entity or person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all of Horizon's obligations under the Registration Rights Agreement, its guarantee and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the trustee;

• immediately after such transaction no Default or Event of Default exists; and

• Horizon or the entity or person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (except in the case of a transaction the principal purpose and effect of which is to change our state of incorporation), shall, on the date of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the consolidated fixed charge coverage ratio test set forth in the Indenture.

          Events of Default

          An "Event of Default" occurs under the Indenture if:

• HNR or any guarantor fails to make any payment of interest on any senior secured note when the same is due and payable, and such failure continues for a period of 30 days;

• HNR or any guarantor fails to make the payment of the principal of any senior secured note when the same becomes due and payable at its maturity, upon redemption, by acceleration, or otherwise (including, without limitation, in connection with a Change of Control or Asset Sale Offer);

• Horizon or any of its subsidiaries fails to observe or perform in all material respects the duties, obligations and covenants described above under "Certain Covenants—Limitations on Restricted Payments," "Certain Covenants—Limitations on Limitations of Indebtedness," "Certain Covenants—Limitations on Change of Control," "Certain Covenants—Limitations on Asset Sales," "Certain Covenants—Limitations on Liens," and "Merger, Consolidation and Sale of Assets;"

• Horizon or any of its subsidiaries fail to observe or perform in all material respects any other covenant or agreement on such parties part contained in the senior secured notes, the Security Documents or the Indenture if such failure is not remedied within 45 days after written notice is given to us or Horizon NR by the trustee or to Horizon or Horizon NR and the trustee by the holders of at least 25% in aggregate principal amount of the senior secured notes then outstanding, specifying such default, requiring that it be remedied and stating that such notice is a "Notice of Default;"

• breach by HNR or any guarantor of any material representation or warranty or agreement in the Security Documents, the repudiation in writing by HNR or any guarantor of any of its obligations under the Security Documents or the unenforceability of all or any part of the Security Documents against HNR or any guarantor for any reason with respect to collateral having a value in an amount exceeding $5.0 million;

• Horizon or any of its subsidiaries default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by Horizon or any of its subsidiaries (or the payment of which is guaranteed by Horizon or any of its subsidiaries) whether such Indebtedness or guarantee exists at or after the date of the Indenture, if such default:

(A) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness after the expiration of the grace period provided for in the documentation governing such Indebtedness on the date of such default (a "Payment Default"); or xxx

(B) results in the acceleration of such Indebtedness prior to its stated maturity; and

(C) in the case of each of clauses (A) and (B) above, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

• one or more final, non-appealable judgments or orders (or other similar process) is rendered against Horizon or any of its subsidiaries involving, in any single case or in the aggregate, an amount in excess of $10.0 million in the case of a money judgment, to the extent not covered by insurance, and such judgment or order shall remain undismissed and unstayed for a period of 90 consecutive days or more;

• except as permitted by the Indenture, any guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any guarantor, or any person acting on behalf of any guarantor, shall deny or disaffirm its obligations under its note guarantee;

• (A) Horizon or any of its significant subsidiaries (as defined in Article I, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act) fails to generally pay its debts as such debts become due, admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (B) any proceeding is instituted by or against Horizon or any significant subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, conservator, trustee or other similar official for it or for any substantial part of its property; provided, however, that, in the case of any such proceedings instituted against Horizon or any significant subsidiary (but not instituted by Horizon or any significant subsidiary), either such proceedings shall remain undismissed or unstayed for a period of 60 consecutive days or more or any action sought in such proceedings shall occur or (C) Horizon or any of its significant subsidiaries takes any corporate action to authorize any action set forth in clauses (A) and (B) above; or

• an ERISA Event shall occur and the amount of all liabilities and deficiencies resulting therefrom, whether or not assessed, exceeds $10.0 million in the aggregate.

          If any Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding senior secured notes may declare all the senior secured notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default described in the second to last bullet point immediately above, the senior secured notes will become due and payable without further action or notice. Holders of the senior secured notes may not enforce the Indenture or the senior secured notes except as provided in the Indenture. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Horizon or HNR with the intention of avoiding payment of the premium that Horizon NR would have had to pay if Horizon NR then had elected to redeem the senior secured notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the senior secured notes.

           Subject to the Intercreditor Agreement with respect to the collateral only, if an Event of Default occurs and is continuing, the trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the senior secured notes or to enforce the performance of any provision of the senior secured notes or the Indenture. The trustee may maintain a proceeding even if it does not possess any of the senior secured notes or does not produce any of them in the proceeding. A delay or omission by the trustee or any holder of a senior secured note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. Horizon NR has agreed to deliver to the trustee annually a statement regarding compliance with the Indenture, and Horizon NR will upon becoming aware of any Default or Event of Default, deliver to the trustee a statement specifying such Default or Event of Default and the action it has determined to take in respect thereof.

          The holders of a majority in aggregate principal amount of the senior secured notes then outstanding may, by notice to the trustee, on behalf of the holders of all of the senior secured notes, waive any existing Default or Event of Default and its consequences under the Indenture (including any acceleration, other than an automatic acceleration resulting from an Event of Default as described above) except a continuing Default or Event of Default in the payment of interest on, or the principal of, the senior secured notes (other than as a result of an acceleration), and payments required related to a Change of Control or Asset Sales, which require the consent of all of the holders of the senior secured notes then outstanding.

          The holders of a majority in aggregate principal amount of the then outstanding senior secured notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee or exercising any trust power conferred on it. However, (i) the trustee may refuse to follow any direction that conflicts with law or the Indenture or in the Intercreditor Agreement, that the trustee determines may be unduly prejudicial to the rights of other holders of senior secured notes or that may involve the trustee in personal liability, and (ii) the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction. In case an Event of Default shall occur (which shall not be cured), the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of its own affairs under the circumstances. Notwithstanding any provision to the contrary in the Indenture, the trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of senior secured notes, unless such holder offers to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

          A holder of a senior secured note may pursue a remedy with respect to the Indenture, the note guarantee or the senior secured notes only if:

• the holder of a senior secured note gives to the trustee written notice of a continuing Event of Default or the trustee receives such notice from Horizon NR;

• the holders of at least 25% in principal amount of the then outstanding senior secured notes make a written request to the trustee to pursue the remedy;

• such holder of a senior secured note or holders of senior secured notes offer and, if requested, provide to the trustee indemnity satisfactory to the trustee against any loss, liability or expense;

• the trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

• during such 60-day period, the holders of a majority in principal amount of the then outstanding senior secured notes do not give the trustee a direction inconsistent with the request.

          A holder of a senior secured note may not use the Indenture to prejudice the rights of another holder of a senior secured note or to obtain a preference or priority over another holder of a senior secured note.

           Notwithstanding any other provision of the Indenture, the right of any holder of a senior secured note to receive payment of principal, premium, if any, and interest, on the senior secured notes, on or after the respective due dates expressed in the senior secured notes (including in connection with an offer to purchase) but subject to the Intercreditor Agreement, or to bring suit for the enforcement of any such payment on or after such respective dates, will not be impaired or affected without the consent of such holder.

          If an Event of Default regarding payment of principal or interest occurs and is continuing, the trustee is authorized to recover judgment in its own name and as trustee of an express trust against HNR for the whole amount of principal of, premium and interest remaining unpaid on the senior secured notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel.

           Certain Bankruptcy Limitations

          The right of the trustee to repossess and dispose of the collateral upon the occurrence of an Event of Default is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy proceeding were to be commenced by or against HNR prior to the trustee having repossessed and disposed of the collateral. Under bankruptcy law, secured creditors such as the trustee are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral even though the debtor is in default under the applicable debt instrument; provided, that the secured creditor is given "adequate protection". The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such times as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the senior secured notes could be delayed following commencement of a bankruptcy case, whether or when the trustee could repossess or dispose of the collateral or whether or to what extent holders of the senior secured notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of "adequate protection". In addition, the holders of the senior secured notes would not be entitled to post-petition interest in any bankruptcy involving HNR if the bankruptcy court concluded that the senior secured notes were not fully secured.

           Possession, Use and Release of Collateral

           Unless an Event of Default has occurred and be continuing, Horizon and its subsidiaries will have the right to remain in possession and retain exclusive control of the collateral securing the senior secured notes (other than any cash and securities constituting part of the collateral and deposited with the collateral agent and other than as set forth in the security agreement and related documents), to freely operate the collateral and to collect, invest and dispose of any income thereon.

          The collateral agent may release collateral from the lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents and the Intercreditor Agreement.

          To the extent applicable, HNR will cause all applicable sections of the Trust Indenture Act relating to the release of property or securities from the lien and security interest created by the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the lien and security interest created by the Security Documents, to be complied with.

          If the trustee is not the collateral agent, upon the payment in full of all obligations of HNR and guarantors under the Indenture and the senior secured notes, or upon legal defeasance, the trustee will, at the request of HNR, deliver a certificate to the collateral agent stating that such obligations have been paid in full, and instruct the collateral agent to release the liens securing the obligations of HNR and the guarantors under the Indenture pursuant to the terms of the Indenture and the Security Documents.

          Use of Trust Monies

          The trustee is authorized to receive any funds for the benefit of the holders of senior secured notes distributed under the Intercreditor Agreement, and to make further distributions of such funds to the holders of senior secured notes according to the provisions of the Indenture.

           Amendment, Supplement and Waiver

           Subject to certain exceptions, the Indenture may be amended or supplemented with the written consent of the holders of at least a majority in principal amount of the senior secured notes then outstanding and any existing Default or compliance with any provisions may be waived with the consent of the holders of at least a majority in principal amount of the senior secured notes then outstanding. However, without the consent of each holder affected, an amendment or waiver may not (with respect to any senior secured notes held by a non-consenting holder):

• reduce the principal amount of senior secured notes whose holders must consent to an amendment, supplement or waiver;

• reduce the principal of or change the fixed maturity of any senior secured note or alter the provisions with respect to the redemption of the senior secured notes (except as provided in the Indenture in connection with a Change of Control or Asset Sale);

• reduce the rate of or change the time for payment of interest, including default interest, on any senior secured note;

• waive a Default or Event of Default in the payment of principal of or premium or interest on the senior secured notes (including, without limitation, in connection with an Asset Sale Offer) except a rescission of acceleration of the senior secured notes by the holders of at least a majority in aggregate principal amount of the then outstanding senior secured notes and a waiver of the payment default that resulted from such acceleration;

• make any senior secured note payable in money other than that stated in the senior secured note;

• make any change in the provisions of the Indenture relating to waivers of Defaults or the rights of holders of senior secured notes to receive payments of principal of or premium or interest on the senior secured notes;

• waive a redemption payment with respect to any senior secured note;

• make any change in the foregoing amendment and waiver provisions; or

• release any guarantor from any of its obligations under its note guarantee or the Indenture, except in accordance with the terms of the Indenture.

           Without the consent of the holders of at least a majority in aggregate principal amount of the senior secured notes then outstanding, an amendment or waiver may not make any change to, or be effective with respect to, any of the provisions of the the Intercreditor Agreement, as provided in the Intercreditor Agreement.

           Without the consent of any holder of senior secured notes, HNR, the guarantors and the trustee (or, with respect to the Security Documents, the collateral agent, at the written direction of the trustee) may amend or supplement the Indenture, the note guarantees, the Security Documents or the senior secured notes or the Intercreditor Agreement:

• to cure any ambiguity, defect or inconsistency;

• to provide for uncertificated senior secured notes in addition to or in place of certificated senior secured notes;

• to provide for the assumption of HNR's or any guarantor's obligations to the holders of the senior secured notes in the case of a merger, consolidation or sale of all or substantially all of HNR's or a guarantor's assets;

• to make any change that would provide any additional rights or benefits to the holders of the senior secured notes or that does not adversely affect the legal rights hereunder of any holder of the senior secured notes;

• to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

• to allow any guarantor to execute a supplemental indenture and/or a note guarantee with respect to the senior secured notes; or

• to make any other change that does not adversely affect the rights of any holder of senior secured notes.

           After an amendment, supplement or waiver under the paragraph above becomes effective, HNR will mail to the holders of each senior secured note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of HNR to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

           Satisfaction and Discharge of the Indenture

          The Indenture will be discharged and will cease to be of further effect as to all senior secured notes issued thereunder, when:

• either

• all senior secured notes that have been authenticated (except lost, stolen or destroyed senior secured notes that have been replaced or paid and senior secured notes for whose payment money has theretofore been deposited in trust and thereafter repaid to Horizon NR) have been delivered to the trustee for cancellation; or

• all senior secured notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or shall become due and payable within one year and HNR or any guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable government securities, or a combination thereof, in such amounts as shall be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the senior secured notes not delivered to the trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

• no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument or agreement, including without limitation the credit agreement, Term Notes Purchase Agreement and Intercreditor Agreement, to which HNR or any guarantor is a party or by which HNR or any guarantor is bound;

• HNR or any guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

• HNR has delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of the senior secured notes at maturity or the redemption date, as the case may be.

           Concerning the Trustee

          Well Fargo Bank Minnesota, N.A. is the trustee under the Indenture. The trustee's current address is Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.

          Governing Law

          The Indenture provides that it, the senior secured notes and the note guarantees are governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

          Glossary of Terms

"Capital Interests" means: (i) in the case of a corporation, corporate stock; (ii) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership, partnership interests (whether general or limited); and (iv) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person.

"Code" means the Internal Revenue Code of 1986, as amended.

"Disqualified Stock" means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the date on which the senior secured notes mature.

"Equity Interests" means Capital Interests and all warrants, options or other rights to acquire Capital Interests (but excluding any debt security that is convertible into, or exchangeable for, Capital Interests).

"ERISA" means the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control or treated as a single employer with Horizon or any of its subsidiaries within the meaning of section 414 (b), (c), (m) or (o) of the Code.

"ERISA Event" means (a) a reportable event described in section 4043(b) or 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Title IV Plan or a Multiemployer Plan; (b) the withdrawal of Horizon, any of its subsidiaries or any ERISA Affiliate from a Title IV Plan subject to section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of Horizon, any of its subsidiaries or any ERISA Affiliate from any Multiemployer Plan; (d) notice of reorganization or insolvency of a Multiemployer Plan; (e) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under section 4041 of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to a Title IV Plan or Multiemployer Plan; (h) the imposition of a Lien under section 412 of the Code or section 302 of ERISA on Horizon or any of its subsidiaries or any ERISA Affiliate; or (i) any other event or condition which might reasonably be expected to constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under section 4007 of ERISA.

"Existing Indebtedness" means all Indebtedness of Horizon and its subsidiaries, including Horizon NR, in existence on the date of the Indenture, to the extent that such amounts are not repaid concurrent with or prior to the issuance of the senior secured notes on May 9, 2002.

"Indebtedness" means, with respect to any person, any indebtedness of such person, whether or not contingent:

• in respect of borrowed money;

• evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

• in respect of banker's acceptances;

• representing capital lease obligations; and

• the balance deferred and unpaid of the purchase price of any property or representing any hedging contracts, except any such balance that constitutes an accrued expense or trade payable,

if and to the extent any of the foregoing indebtedness (other than letters of credit and hedging contracts) would appear as a liability on the balance sheet of such person prepared in accordance with generally accepted accounting principles, as well as all indebtedness of others secured by a lien on any asset of such person (whether or not such indebtedness is assumed by such person) and, to the extent not otherwise included, the guarantee by such person of any indebtedness of any other person. For purposes of this definition, any of the foregoing that constitutes (i) obligations in respect of reclamation, workers' compensation, including black lung, pensions and retiree health care, or (ii) endorsements of instruments for deposit or collection or standard contractual indemnities entered into, in each case in this clause (ii) in the ordinary course of business, shall not be deemed indebtedness.

"Intercreditor Agreement" means the Intercreditor Agreement, dated as of May 8, 2002, between the administrative agent under the credit agreement, the administrative agent under the Term Note Purchase Agreement, the collateral agent under the Security Agreement and the indenture trustee, as amended, restated, supplemented or otherwise modified from time to time.

"Multiemployer Plan" means a multiemployer plan, as defined in section 4001(a)(3) of ERISA, to which Horizon, any of its subsidiaries or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

"Permitted Asset Sale" means any Asset Sale permitted under the credit agreement, the Term Note Purchase Agreement or the Intercreditor Agreement, in each case, as in effect on May 8, 2002.

"Permitted Refinancing Indebtedness" means any Indebtedness of Horizon or any of its subsidiaries issued in exchange for, or the net proceeds of which are used or are to be used to extend, refinance, renew, replace, defease or refund other Indebtedness of Horizon or any of its subsidiaries; provided that:

• the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of accrued and unpaid interest, redemption premiums and other reasonable expenses incurred in connection therewith);

• such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

• if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is Subordinated Indebtedness, such Permitted Refinancing Indebtedness is subordinated in right of payment to the senior secured notes or the note guarantees, as applicable, on terms at least as favorable to the holders of senior secured notes as those contained in the documentation governing the Subordinated Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

• such Indebtedness is incurred either (i) except with respect to Existing Indebtedness of Horizon , by Horizon if it is the obligor on Indebtedness being extended, refinanced, renewed replaced, defeased or refunded or (ii) by a subsidiary guarantor with respect to Existing Indebtedness of Horizon or if a subsidiary guarantor is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

"Security Documents" means the Security Agreement dated as of May 8, 2002 among HNR, the guarantors, the administrative agent under each of the credit agreement and the Term Note Purchase Agreement, the indenture trustee and the collateral agent, mortgages, any intellectual property security agreements and other documents and agreements, including financial account consent agreements, reasonably required by the trustee pursuant to which the collateral is be pledged.

"Subordinated Indebtedness" means any Indebtedness of Horizon or its subsidiaries (whether outstanding on the date hereof or thereafter incurred) which is expressly by its terms subordinated in right of payment of principal, interest or premium, if any, to the senior secured notes or the note guarantees.

"Title IV Plan" means a pension plan, other than a Multiemployer Plan, which is covered by Title IV of ERISA to which Horizon or any of its subsidiaries or any ERISA Affiliate has any obligation or liability (contingent or otherwise).

          Registration Rights

          The issuance of the senior secured notes and the initial distribution thereof to their respective holders pursuant to the plan of reorganization are exempt from registration under applicable securities laws pursuant to Section 1145(a) of the Bankruptcy Code. Without limiting the effect of Section 1145 of the Bankruptcy Code, on May 9, 2002, Horizon NR entered into a registration rights agreement with all of the holders of the senior secured notes. Pursuant to the terms of the registration rights agreement, which is described in more detail below, we are registering the senior secured notes under the Securities Act and by this offering we are registering $450 million of the senior secured notes for the holders named below.

          Each noteholder party to the registration rights agreement may request a total of five demand registrations to register the senior secured notes subject to registration rights under the Securities Act. Each holder of more than 25% of the outstanding principal amount of the senior secured notes subject to registration rights is entitled to request two demand registrations. However, a holder will forfeit its right to request a demand registration when it owns less than 25% of the outstanding principal amount of the senior secured notes subject to registration rights owned by such holder as of May 9, 2002. In addition, noteholders party to the registration rights agreement holding at least 10% of the outstanding principal amount of senior secured notes subject to registration rights held by all of the noteholders party to the registration rights agreement (other than holders of more than 15% of the outstanding principal amount of the senior secured notes subject to registration rights in some circumstances) may request one demand registration.

           Pursuant to the terms of the registration rights agreement, we also are obligated to file on or before August 7, 2002 a "shelf" registration statement with respect to all of the senior secured notes subject to registration rights (other than any senior secured notes subject to registration rights which the eligible holders thereof elect in writing to exclude from such registration). We are also obligated to use our reasonable best efforts to have the registration statement declared effective as soon as practicable after the filing, and to keep the registration statement continually effective for three years. On July ___, 2002, we filed a registration statement for the shelf registration of $450 million aggregate principal amount of our senior secured notes held by the selling noteholders named above under "Selling Securityholders."

          If we propose to file or file a registration statement under the Securities Act with respect to an offering by us for our own account of any senior secured notes (other than a registration statement relating to shares to be issued in connection with a merger or other acquisition), then we will give noteholders party to the registration rights agreement the opportunity to register the amount of senior secured notes subject to registration rights as each such holder may request. This right is known as a piggyback registration right.

           Registration of our senior secured notes pursuant to the exercise of demand registration rights, shelf registration rights or piggyback registration rights under the Securities Act will result in such note becoming freely tradeable without restriction under the Securities Act immediately upon the effectiveness of the registration. We are paying all registration expenses, other than underwriting discounts and commissions and other selling expenses, in connection with any such registration.

DESCRIPTION OF OTHER INDEBTEDNESS

          The following description is a summary of the material terms of the credit facility and floating rate secured term notes due 2008 entered into and issued by HNR pursuant to our plan of reorganization, and the National City Bank Promissory Note issued by Horizon NR on May 7, 2002. It does not restate our debt agreements in their entirety. We urge you to read our debt agreements because they, and not this description, define our rights and our obligations to our lenders and holders of debt instruments. For more complete information regarding such indebtedness, reference is made to the definitive agreements and instruments governing such indebtedness, copies of which have been filed as exhibits to the Registration Statement of which this prospectus is a part, and which are incorporated by reference in this prospectus. Copies of our debt agreements also may be obtained by contacting us at 2000 Ashland Drive, Ashland, Kentucky 41101, Attention: Chief Financial Officer.

Credit Agreement

          General

          HNR entered into a credit agreement, dated as of May 8, 2002, with Deutsche Bank Trust Company Americas for up to $250 million in revolving loans and letters of credit (with a $200 million sublimit on the issuance of letters of credit). We used this credit agreement to replace our debtor-in-possession credit agreement, to provide credit support for replacement of reclamation and workers compensation bonds previously issued by Frontier, to fund certain costs of the consummation of the plan of reorganization and to operate our business.

          Guarantees

           Horizon and substantially all of its subsidiaries have guaranteed HNR's obligations under the credit agreement.

          Security

           HNR's obligations under the credit agreement are secured by a first priority lien (subject to certain exceptions) in:

• substantially all of Horizon's and its subsidiaries' assets, including accounts receivable, inventory, property, plant and equipment, intangibles, contract rights, other personal property and real property; and

• the capital stock (or other equity interests) of substantially all of Horizon's subsidiaries.

          Maturity

          The credit agreement will mature on March 31, 2007.

          Interest

           Loans under the credit agreement will bear interest, at our option, as follows:

• at a market base rate plus 2.5% per year; or

• at a market reserved adjusted Euro-dollar rate plus 3.5% per year.

           Euro-dollar borrowings may have interest periods of one, two, three or six months, at our option. The market base rate is the higher of the administrative agent's announced prime rate or .5% plus the federal funds rate.

          Fees

          We have agreed to pay the lenders fees for letters of credit issued under the credit agreement of 3.75% of the amount available for drawing under such letters of credit. We have agreed to pay the lenders a "commitment fee" equal to 0.5% per year of the daily average unused portion of the credit agreement (with an increase in such fee to 0.75% or 1.0% in the event that utilization of the credit agreement falls below certain levels). At the closing of the credit agreement, we paid the lenders a fee equal to 0.5% per year of the amount of the credit agreement, accruing from the date of execution of the credit agreement commitment letter to the date of such closing, and a "financing fee" of $5,375,000. We have agreed to pay the administrative agent under the credit agreement an annual administrative expense fee of $250,000.

          Market Flex

          At any time and from time to time after our lenders have notified us that they have commenced syndication of the credit agreement, our lenders have the right to change the terms and conditions, pricing and structure of the credit agreement (other than as to the total amount of the credit agreement) if our lenders determine such action is necessary to ensure a successful syndication of the credit agreement. This right expires 90 days after our lenders provide notification that they have commenced syndication of the credit agreement.

           Subsequent Debt or Equity Offerings

          We have agreed that we will engage Deutsche Bank (unless Deutsche Bank declines to accept such engagement) in connection with any offering of debt we make within 12 months of the effective date of our plan of reorganization, and Deutsche Bank will receive not less than 50.0% of any allocation of securities or bank financing, and not less than 50.0% of other fees associated with such financing and will be appointed as a lead arranger and a book-running manager for such transaction.

          We have agreed that we will engage Deutsche Bank (unless Deutsche Bank declines to accept such engagement) in connection with any offering of equity securities we make within 12 months of the effective date of our plan of reorganization, and Deutsche Bank will receive an allocation of such securities and fees associated with such offering in each case in an amount which is acceptable to Deutsche Bank.

          Covenants

          The credit agreement contains customary covenants including, without limitation, restrictions on our ability to:

• incur additional indebtedness, pay dividends and make other restricted payments and investments;

• make acquisitions or dispose of assets;

• create liens;

• engage in transactions with affiliates;

• merge, consolidate or transfer substantially all of our assets; and

• make capital expenditures.

          In addition, we are required to maintain compliance with financial tests, including a maximum leverage ratio of 3.95, decreasing over time to 2.00 in 2007, a minimum interest coverage ratio of 2.25, increasing over time to 4.00 in 2007, a minimum fixed charge coverage ratio of 1.00, increasing over time to 1.50 in 2007, and a minimum consolidated adjusted EBITDA level increasing over time to $350 million.

          Events of Default

          The credit agreement contains customary events of default including, without limitation:

• the non-payment of principal, interest, fees or other amounts when due under the loans issued under the credit agreement (subject to grace periods in certain cases);

• significant changes in Horizon's control and ownership;

• cross defaults to other significant indebtedness or agreements;;

• events of bankruptcy and insolvency;

• judgment defaults; and

• failure of any guaranty or security agreement supporting the credit agreement to be in full force and effect.

           Optional and Mandatory Prepayment and Commitment Reductions

          We may voluntarily prepay the credit agreement at any time without penalty, subject to reimbursement of the lenders' breakage costs and payments of any and all accrued interest.

          We will be required, subject to exceptions, to prepay the credit agreement with:

• 100.0% of annual excess cash flow (provided that under certain circumstances we must apply 75.0% of excess cash flow to the repayment of the senior secured term notes);

• 100.0% of the net proceeds of our asset sales;

• 100.0% of the net proceeds of our issuance or incurrence of debt (provided that under certain circumstances we must apply 100.0% of these proceeds to the repayment of the senior secured term notes); and

• 100.0% of the net proceeds from any issuance of equity securities (provided that under certain circumstances we must apply 75.0% of these proceeds to the repayment of the senior secured term notes).

           Loans made under the credit agreement will be repaid to the extent the aggregate extensions of credit under the credit agreement exceed the commitments then in effect. Any excess amount to be applied against the credit agreement over the then outstanding amount of the credit agreement will be applied first to cash collateralize outstanding letters of credit and second, to permanently reduce the amount of the loan commitments.

          Change of Control

          It will be a change of control under the credit agreement if any person (other than any stockholder and the affiliates of such stockholder who collectively own more than 10% of Horizon's outstanding capital interests as of May 9, 2002), either individually or acting in concert with other persons, acquires beneficial ownership, directly or indirectly, of Horizon's capital interests (or equity interests convertible into Horizon's capital interests) representing 33% or more of the combined voting power of all of Horizon's capital interests entitled to vote in the election of Horizon's board of directors (other than any of Horizon's capital interests having such power only by reason of the happening of a contingency). The terms "beneficially own" and "beneficial ownership" have the meanings given in the Exchange Act.

Floating Rate Senior Secured Term Notes due 2008

          On May 9, 2002, HNR issued floating rate senior secured term notes in the aggregate principal amount of $475 million pursuant to the plan of reorganization under a Term Note Purchase Agreement entered into among HNR, UBS AG, Stamford Branch, as administrative agent, and the holders and guarantors named therein. The definitions of certain capitalized terms used in the following summary are set forth in "Glossary of Terms" below. Other capitalized terms are used but not defined in the following summary, and are defined in the Term Note Purchase Agreement.

          General

           Pursuant to the terms of our plan of reorganization, HNR issued $475 million of senior secured term notes to the lenders under our old credit agreement in partial satisfaction of our $875 million of pre-petition bank debt.

          Guarantee

           Horizon and substantially all of its subsidiaries have guaranteed HNR's obligations under the senior secured term notes.

          Security

           HNR's obligations under the senior secured term notes are secured by a second priority lien (subject to certain exceptions) in:

• substantially all of Horizon's and its subsidiaries' assets, including accounts receivable, inventory, property, plant and equipment, intangibles, contract rights, other personal property and real property; and

• the capital stock (or other equity interests) of substantially all of Horizon's subsidiaries.

          Maturity

          The senior secured term notes will mature on May 8, 2008.

          Amortization Payments

          We must make amortization payments on the senior secured term notes in an amount of $5 million per quarter.

          Interest

          The senior secured term notes will bear interest, at our option, as follows:

• at a market base rate plus 4.25% per year; or

• at a market reserved adjusted Euro-dollar rate plus 5.25% per year.

           Euro-dollar borrowings may have interest periods of one, two, three or six months, at our option. The market base rate is the higher of the administrative agent's publicly announced base rate or .5% plus the federal funds rate.

          Fees

          We have agreed to pay the holders of the senior secured term notes an "anniversary fee" in an amount equal to 1.5% of the aggregate outstanding amount of the senior secured term notes on the first anniversary of the closing date. We have agreed to pay the administrative agent under the senior secured term notes an administration and monitoring fee in the amount of $20,000 per month.

          Covenants

          The senior secured term notes contain customary covenants including, without limitation, restrictions on our ability to:

• incur additional indebtedness, pay dividends and make other restricted payments and investments;

• make acquisitions or dispose of assets;

• create liens;

• engage in transactions with affiliates;

• merge, consolidate or transfer substantially all of our assets; and

• make capital expenditures.

          We are required to maintain compliance with financial tests, which are substantially the same as the financial tests under our credit facility, except that the financial tests under the senior secured term notes are 7.5% more favorable to us. In addition, if a financial test under the credit facility is amended, the corresponding financial test under the senior secured term notes will be automatically amended to be 7.5% more favorable to us.

          Events of Default

          The senior secured term notes contain customary events of default including, without limitation:

          the non-payment of principal, interest, fees or other amounts when due under the senior secured term notes (subject to grace periods in certain cases);

• significant changes in Horizon's control and ownership;

• cross defaults to other significant indebtedness or agreements;

• events of bankruptcy and insolvency;

• judgment defaults; and

• failure of any guaranty or security agreement supporting the senior secured term notes to be in full force and effect.

           Optional and Mandatory Prepayment and Commitment Reductions

          We may voluntarily prepay the senior secured term notes at any time without penalty, subject to reimbursement of the holders' breakage costs and payments of any and all accrued interest.

          We will be required, subject to exceptions and only in certain circumstances, to prepay the senior secured term notes with:

• 75.0% of annual excess cash flow;

• 100.0% of the net proceeds of our issuance or incurrence of debt; and

• 75.0% of the net proceeds from any issuance of equity securities.

          Change of Control

          The occurrence of a change of control constitutes a default under the senior secured term notes. It will be a change of control under the senior secured term notes if any person (other than any stockholder and the affiliates of such stockholder who collectively own more than 10% of Horizon's outstanding capital interests as of May 9, 2002), either individually or acting in concert with other persons, acquires beneficial ownership, directly or indirectly, of Horizon's capital interests (or equity interests convertible into Horizon's capital interests) representing 33% or more of the combined voting power of all of Horizon's capital interests entitled to vote in the election of Horizon's board of directors (other than any of Horizon's capital interests having such power only by reason of the happening of a contingency). The terms "beneficially own" and "beneficial ownership" have the meanings given in the Exchange Act.

National City Bank Promissory Note issued by Horizon NR, LLC (formerly known as AEI Resources, LLC)

          General

           Horizon NR has entered into an amended and restated promissory note with National City Bank of Kentucky, dated May 7, 2002, in the principal amount of $8.13 million. This promissory note replaces the promissory note Horizon made in favor of Kentucky Bank & Trust, dated June 16, 2000.

          Security

           Horizon NR's obligations under the promissory note are backed by a letter of credit issued under the credit facility in the amount of $8.18 million.

          Maturity

          The promissory note will mature on January 31, 2007.

          Interest

           Loans under the promissory note will bear interest at the daily floating prime rate.

          Events of Default

          The promissory note contains customary events of default including, without limitation:

• the non-payment of principal, interest, fees or other amounts when due under the loans issued under the promissory note (subject to grace periods in certain cases); and

• events of bankruptcy and insolvency.

DESCRIPTION OF CAPITAL STOCK

          The following description of the material rights and provisions of the equity interests of Horizon NR, LLC, Horizon Finance Corp. and Horizon Natural Resources Company does not purport to be complete and is subject in all respects to applicable Delaware law and to the provisions of each respective company's organizational documents.

Horizon NR, LLC

           Horizon NR is a limited liability company organized in the State of Delaware. Horizon is the sole member of Horizon NR and has full power and authority to manage Horizon NR's business affairs.

Horizon Finance Corp.

           Horizon Finance is a corporation organized in the State of Delaware. Horizon is the sole stockholder of Horizon Finance.

Horizon Natural Resources Company

           Horizon's Amended and Restated Certificate of Incorporation and Amended and Restated By-laws authorize it to issue 30,000,000 shares of common stock, par value $0.01 per share. As of May 9, 2002, Horizon had outstanding 20,000,000 shares of common stock.

          Common Stock

           Holders of validly issued and outstanding shares of Horizon's common stock are entitled to one vote per share of record on all matters to be voted upon by them. At a meeting of stockholders at which a quorum is present, a majority of the votes cast will decide all questions, unless the matter is one upon which a different vote is required by express provision of law or our certificate of incorporation or by-laws. There is no cumulative voting with respect to the election of directors (or any other matter). The holders of a majority of the shares at a meeting at which a quorum is present will be able to elect all of the directors to be elected.

           Holders of Horizon's common stock have no preemptive or redemption rights nor do they have any rights to convert Horizon's common stock into any other securities. All of the shares of Horizon's common stock issued and outstanding are fully paid and nonassessable. In the event of any liquidation, dissolution or winding-up of Horizon's affairs, holders of common stock will be entitled to share ratably in Horizon's assets remaining after provision for payment of liabilities to creditors.

           Holders of Horizon's common stock are entitled to receive ratably such dividends as its board of directors may declare out of funds legally available therefor, when and if so declared. Under the terms of the credit agreement, the Note Term Purchase Agreement governing the senior secured term notes and the Indenture governing the senior secured notes, negative covenants restrict, among other things, Horizon's ability to pay dividends on the common stock.

           Delaware Business Combination Statutes

           Horizon's certificate of incorporation and by-laws do not contain any anti-takeover provisions, such as cumulative voting or a classified board of directors. However, as a corporation organized in the State of Delaware, Horizon is subject to Section 203 of the Delaware General Corporation Law, or GCL, which governs business combinations. In general, Section 203 of the GCL prohibits a publicly held Delaware corporation from engaging in any business combination with an interested stockholder for a period of three years following the time that a stockholder becomes an interested stockholder, unless:

• prior to that time either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the board of directors of the corporation;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding, for purposes of determining the number of shares outstanding, those shares held by persons who are both directors and officers and employee stock plans; or

• at or after that time the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

          A business combination includes mergers, consolidations, asset sales, transfers and other transactions resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns 15% or more of the corporation's voting stock.

           Transfer Agent and Registrar

           American Stock Transfer and Trust Company is the transfer agent and registrar of Horizon's common stock.

          Registration Rights

          The issuance of Horizon's common stock and the initial distribution thereof to the respective holders pursuant to our plan of reorganization were exempt from registration under applicable securities laws pursuant to Section 1145(a) of the Bankruptcy Code. Without limiting the effect of Section 1145 of the Bankruptcy Code, on May 9, 2002, Horizon entered into a registration rights agreement with holders of 7,821,893 shares, or approximately 39.11%, of its issued and outstanding common stock who by virtue of holding only securities distributed under the plan of reorganization and/or such holders relationship with Horizon, could reasonably be deemed to be an "affiliate" (as such term is used within the meaning of applicable securities laws) of Horizon, and requested in writing that Horizon execute such agreement. The registration rights agreement contains the same shelf, demand and piggyback registration rights for the benefit of the signatories thereto as those contained in the senior secured notes registration rights agreement described above under "Description of Senior Secured Notes--Registration Rights." Pursuant to the terms of the registration rights agreement, we are registering 7,821,893 shares of our common stock held by the stockholders named therein.

PRINCIPAL EQUITYHOLDERS

Horizon NR, LLC

           Horizon Natural Resources Company is the sole member of Horizon NR with full power and authority to manage Horizon NR's business affairs. Horizon has sole voting and dispositive power with respect to the membership interests of Horizon NR that it owns.

Horizon Finance Corp.

           Horizon Natural Resources Company is the sole stockholder of Horizon Finance Corp. Horizon has sole voting and dispositive power with respect to the shares of Horizon Finance that it owns.

Horizon Finance Corp.

          The following table sets forth certain information concerning ownership of Horizon's common stock owned as of May 9, 2002 by each director, each person who is known to us to be the beneficial owner of more than 5% of such outstanding common stock, all named executive officers and all directors and officers of Horizon and its affiliates as a group. Each stockholder listed below has sole voting and dispositive power with respect to the shares listed next to his name unless otherwise indicated.

                                                                  Shares
                                                            Beneficially Owned
             Name of Beneficial Owner                     Number            Percent
Appaloosa Management LP, on behalf of Appaloosa        2,032,031            10.150%
   Investment Limited Partnership I
Appaloosa Management LP, on behalf of Palomino
    Fund Limited                                       1,781,089              8.905
King Street Capital Management, LLC,
    on behalf of King Street Capital, L.P.             1,472,919              7.365
King Street Capital Management, LLC,
    on behalf of King Street Capital, LTD              2,535,854             12.679
Federated Investment Management Company                1,959,093              9.795
Eaton Vance Management                                 1,144,485              5.722

PLAN OF DISTRIBUTION

          Each of the selling securityholders is offering the senior secured notes for its own account, and not for our account. We will not receive any of the net proceeds of the offering.

          The selling securityholders may offer our securities for sale in one or more transactions, including:

• block transactions;

• at a fixed price or prices, which may be changed;

• at market prices prevailing at the time of sale;

• at prices related to such prevailing market prices; or

• at prices determined on a negotiated or competitive bid basis.

The selling securityholders may sell securities directly, through agents designated by them, from time to time, or by such other means as we may specify in any applicable prospectus supplement. Participating agents or broker-dealers in the distribution of any of the securities may be deemed to be "underwriters" within the meaning of the Securities Act. Any discount or commission received by any underwriter and any participating agents or broker-dealers, and any profit on the resale of shares of the securities purchased by any of them may be deemed to be underwriting discounts or commissions under the Securities Act.

          The selling securityholders may sell their senior secured note through a broker-dealer acting as agent or broker or to a broker-dealer acting as principal. In the latter case, the broker-dealer may then resell such securities to the public at varying prices to be determined by the broker-dealer at the time of resale. Underwriters, dealers and agents may engage in transactions with or perform services for us or our subsidiaries in the ordinary course of their businesses.

          To the extent required, the number and amount of the securities to be sold, information relating to the underwriters, the purchase price, the public offering price, if applicable, the name of any underwriter, agent or broker-dealer, and any applicable commissions, discounts or other items constituting compensation to such underwriters, agents or broker-dealers with respect to a particular offering will be set forth in an appropriate supplement to this prospectus.

          If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to a particular underwritten offering of the securities will be named in the prospectus supplement relating to that offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be stated on the cover of the prospectus supplement. Underwriters, dealers and agents may be entitled, under agreements to be entered into among us and the selling securityholders, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If any material change is made with respect to this plan of distribution, we will file a post-effective amendment to the registration statement of which this prospectus forms a part.

           Under the securities laws of some states, the securities registered by this registration statement may be sold in those states only through registered or licensed brokers or dealers.

           Certain persons that participate in the distribution of the securities may engage in transactions that stabilize, maintain or otherwise affect the price of the securities, including over-allotment, stabilizing and short-covering transactions in such securities, and the imposition of penalty bids, in connection with an offering. Any person participating in the distribution of the securities registered under the registration statement that includes this prospectus and any supplement will be subject to applicable provisions of the Exchange Act and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our securities by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our securities to engage in market-making activities with respect to our securities. These restrictions may affect the marketability of our securities and the ability of any person or entity to engage in market-making activities with respect to our securities.

          Upon sale under the registration statement that includes this prospectus and any supplement, the securities registered by the registration statement will be freely tradable in the hands of persons other than our affiliates.

LEGAL MATTERS

          The validity of the senior secured notes offered hereby will be passed on for us by Stroock & Stroock &Lavan LLP, New York, New York. Certain legal matters relating to the offering will be passed upon for us by Frost Brown Todd LLC, Lexington and Louisville, Kentucky.

EXPERTS

           Horizon's consolidated financial statements as of December 31, 2000 and 2001 and for each of the years in the three-year period ended December 31, 2000 included in the registration statement of which this prospectus forms a part have been audited by Arthur Andersen LLP, independent public accountants ("Andersen"), as stated in their audit report including going concern modification appearing herein. Pursuant to rules recently promulgated by the SEC, the audit report of Andersen is included herein, although we have been unable to obtain Andersen's consent to such inclusion.

          On May 23, 2002, Horizon's board of directors approved the dismissal of Andersen as our independent public accountants and engaged Deloitte & Touche LLP to serve as its independent accountants for fiscal 2002. The board made this decision at its first meeting after the effective date of our reorganization, at which the board also appointed its audit committee.

           Andersen's reports on Horizon's consolidated financial statements for each of the two most recent fiscal years were qualified as to its ability to continue as a going concern, but did not contain otherwise an adverse opinion or disclaimer of opinion, nor were they otherwise qualified or modified as to uncertainty, audit scope or accounting principles.

          In connection with its audits for our two prior fiscal years and during the subsequent period through May 23, 2002, there have been no disagreements between Andersen and us on any matter of accounting principles and practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference to the subject matter of the disagreement in connection with its report on Horizon's consolidated financial statements for such years.

           During our two prior fiscal years and through May 23, 2002, Andersen has not advised us of any of the following:

• that the internal controls necessary for us to develop reliable financial statements do not exist.

• that information has come to Andersen's attention that has led Andersen to no longer be able to rely on management's representations, or that has made it unwilling to be associated with the financial statements prepared by management.

• the need to expand significantly the scope of its audit, or that information has come to Andersen's during our two prior fiscal years and through May 23, 2002, that if further investigated may materially impact the fairness or reliability of either a previously issued audit report or the underlying financial statements or the financial statements issued or to be issued covering periods after 2001 (including information that may prevent it from rendering an unqualified audit report on those financial statements), or cause Andersen to be unwilling to rely on management's representations or be associated with our financial statements, and due to its dismissal or any other reason, Andersen did not so expand the scope of its audit or conduct such further investigation.

• that information has come to Andersen's attention that it has concluded materially impacts the fairness or reliability of either a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering periods after 2001 (including information that, unless resolved to Andersen's satisfaction, would prevent it from rendering an unqualified audit report on those financial statements), and due to Andersen's dismissal or any other reason, the issue has not been resolved to Andersen's satisfaction before its dismissal.

          We requested Andersen to furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements made by us. We have been unable to obtain such a letter from Andersen.

           During our two prior fiscal years and through May 23, 2002, we did not consult Deloitte & Touche, LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, or any other matters that were subject to a disagreement with our prior auditor or events listed above.

          The information appearing in this prospectus concerning estimates of our proven and probable coal reserves was prepared by Marshall Miller & Associates and has been included herein upon the authority of this firm as an expert.

WHERE YOU CAN FIND MORE INFORMATION

          We have filed with the Securities and Exchange Commission, a registration statement on Form S-1 under the Securities Act with respect to the securities to be sold in this offering. As permitted by the rules and regulations of the Commission, this prospectus omits certain information contained in the registration statement. For further information with respect to us and the securities to be sold in this offering, you should refer to the registration statement and to its exhibits and schedules. Statements contained in this prospectus regarding the contents of any agreement or other document are not necessarily complete. You should refer in each instance to the copy of the agreement filed or incorporated by reference as an exhibit to the registration statement, each such statement being qualified in all respects by the document to which it refers. We are also required to file annual, quarterly and special reports, proxy statements and other information with the SEC.

          You can read the registration statement and the exhibits and schedules filed with the registration statement or any reports, statements or other information we have filed or file, at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional office located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may also obtain copies of the documents from such offices upon payment of the prescribed fees. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. You may also request copies of the documents upon payment of a duplicating fee, by writing to the SEC. In addition, the SEC maintains a web site that contains reports, proxy and information statement and other information regarding registrants (including us) that file electronically with the SEC, which you can access at http://www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

Page

Report of Arthur Andersen LLP, Independent Public Accountants F-2

Consolidated Balance Sheets as of December 31, 2000 and 2001 F-3

Consolidated Statements of Operations for the years ended December 31, 1999, 2000 and 2001 F-4

Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 1999, 2000 and 2001 F-5

Consolidated Statements of Cash Flows for the years ended December 31, 1999, 2000 and 2001 F-6

Notes to Consolidated Financial Statements F-7

Consolidated Balance Sheets as of December 31, 2001 and March 31, 2002 (unaudited) F-35

Consolidated Statements of Operations for the three months ended March 31, 2001 and 2002 (unaudited) F-36

Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2002 (unaudited) F-37

Notes to Consolidated Financial Statements for the three months ended March 31, 2002 (unaudited) F-38

Report of Independent Public Accountants

To the Stockholders of
   AEI Resources Holding, Inc.:

We have audited the accompanying consolidated balance sheets of AEI Resources Holding, Inc. and subsidiaries as of December 31, 2000 and 2001, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 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 financial position of AEI Resources Holding, Inc. and subsidiaries as of December 31, 2000 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code, accompanied by a prepackaged plan of reorganization. In addition, as also described in Note 2, the Company is in default of various covenants and provisions, including debt service payments, of its principal debt instruments which makes such obligations currently due. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ Arthur Andersen, LLP

Louisville, Kentucky
   March 7, 2002

AEI Resources Holding, Inc.

Consolidated Balance Sheets
As of December 31, 2000 and 2001

                                                                                 2000               2001
                                                                         -----------------  -----------------
                                                                            (Dollar amounts in thousands)
ASSETS
Current Assets:
   Cash and cash equivalents                                                $    54,763      $      62,215
   Accounts receivable (including amounts due from related parties
     of $2,948 and $10,191, respectively, net of allowance for
     doubtful accounts of $7,282 and $4,612, respectively)                      123,571            121,859
   Inventories                                                                   84,693             91,044
   Deferred tax asset                                                            12,750             13,010
   Prepaid expenses and other                                                    19,886             23,138
                                                                            -------------     --------------
                  Total current assets                                          295,663            311,266
                                                                            -------------     --------------
Property, Plant and Equipment, at cost, including mineral reserves
    and mine development and contract costs                                   2,282,816          2,305,633

   Less - accumulated depreciation, depletion and amortization                 (489,191)          (718,303)
                                                                            -------------     --------------
                                                                              1,793,625          1,587,330
                                                                            -------------     --------------
Debt issuance costs, net                                                         82,287             68,105
Other non-current assets, net                                                    31,599             93,469
                                                                            -------------     --------------
                  Total assets                                              $ 2,203,174      $   2,060,170
                                                                            =============     ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
   Accounts payable (including amounts due to related parties of
     $10,700 and $13,431, respectively)                                     $    99,838      $      84,306
   Current portion of long-term debt and capital leases                       1,333,477          1,329,651
   Accrued interest                                                              54,288            216,443
   Current portion of reclamation and mine closure costs                         35,242             32,882
   Current portion of employee benefits                                          33,494             39,663
   Income taxes payable                                                           2,528              1,154
   Accrued expenses and other                                                   126,500            121,193
                                                                            ------------     ---------------
                  Total current liabilities                                   1,685,367          1,825,292
                                                                            ------------     ---------------
Non-Current Liabilities, less current portion:
   Long-term debt and capital leases                                             17,398              5,232
   Employee benefits                                                            557,096            585,430
   Reclamation and mine closure costs                                           328,396            301,510
   Deferred income taxes                                                         12,750             13,010
   Other non-current liabilities                                                 90,720             66,720
                                                                            -------------    ---------------
                  Total non-current liabilities                               1,006,360            971,902
                                                                            -------------    ---------------
                  Total liabilities                                           2,691,727          2,797,194
                                                                            -------------    ---------------

Commitments and Contingencies (see notes)

Stockholders' Equity (Deficit):
   Common stock ($.01 par value, 150,000 shares authorized;
     91,445 shares issued and outstanding, respectively)                              1                  1
   Additional capital                                                               220                220
Accumulated other comprehensive loss                                                -              (22,345)
Retained deficit                                                               (488,774)          (714,900)
                                                                            -------------     --------------
                  Total stockholders' deficit                                  (488,553)          (737,024)
                                                                            -------------     --------------
                  Total liabilities and stockholders' deficit               $ 2,203,174      $   2,060,170
                                                                            =============     ==============

The accompanying notes to consolidated financial statements are an integral part of these balance sheets.

AEI Resources Holding, Inc.

Consolidated Statements of Operations
For the Years Ended December 31, 1999, 2000 and 2001

                                                                         1999               2000            2001
                                                                    ---------------    -------------    --------------
                                                                                       (In Thousands)

Revenues (including amounts from related parties of
   $126, $42 and $22,797, respectively)                             $  1,330,822       $ 1,338,640      $  1,412,523
Costs and expenses:
   Cost of operations (including amounts to related
     parties of $66,434, $74,079 and $96,239, respectively)            1,040,912         1,123,217         1,146,414
   Depreciation, depletion and amortization                              208,348           253,490           266,639
   Selling, general and administrative (including amounts
     to related parties of $1,185, $1,774 and $2,197,
     respectively)                                                        48,907            41,747            41,394
   Writedowns and special items                                           87,656            11,679            13,928
                                                                    ---------------    -------------    --------------
                  Total costs and expenses                             1,385,823         1,430,133         1,468,375
                                                                    ---------------    -------------    --------------
                  Loss from operations                                   (55,001)          (91,493)          (55,852)
                                                                    ---------------    -------------    --------------

Interest and other income (expense):
   Interest expense                                                     (140,238)         (167,605)         (194,099)
   Gain (loss) on sale of assets                                        (101,352)             (251)            8,253
   Other, net                                                              3,662             9,547            16,948
                                                                    ---------------    -------------    --------------
                                                                        (237,928)         (158,309)         (168,898)
                                                                    ---------------    -------------    --------------
         Loss before income taxes                                       (292,929)         (249,802)         (224,750)
Income tax provision (benefit)                                           (93,510)          (53,098)            1,376
                                                                    ---------------    -------------    --------------
         Net loss                                                   $   (199,419)      $  (196,704)     $   (226,126)
                                                                    ===============    =============    ==============

The accompanying notes to consolidated financial statements are an integral part of these statements.

AEI Resources Holding, Inc.

Consolidated Statements of Stockholders' Equity (Deficit)
For the Years Ended December 31, 1999, 2000 and 2001

                                                                                         Accumulated
                                             Common Stock                                  Other
                                       ----------------------  Additional    Retained   Comprehensive
                                       Shares       Amount       Capital       Deficit     Loss          Total
                                     ----------   -----------  -----------  ------------ ----------  --------------

Balance at January 1, 1999            52,804      $      1     $      -     $   (92,651) $    -      $    (92,650)
   Issued 3,100 shares of $.01
     par value common stock
     on February 1, 1999               3,100           -             220            -         -               220
   1999 Net loss                         -             -              -        (199,419)      -          (199,419)
                                     ----------   -----------  -----------  ------------ ----------  --------------

Balance at December 31, 1999          55,904             1           220       (292,070)      -          (291,849)
   Issued 35,541 shares of $.01
     par value common stock on
     June 13, 2000                    35,541           -              -             -         -               -
   2000 Net loss                         -             -              -        (196,704)      -          (196,704)
                                     ----------   -----------  -----------  ------------ ----------  --------------

Balance at December 31, 2000          91,445      $      1     $     220       (488,774)      -          (488,553)
   Minimum pension liability
     adjustment (net of $- in tax)       -             -              -             -      (22,345)       (22,345)
   2001 Net loss                         -             -              -        (226,126)      -          (226,126)
                                                                                                                         ----------------
                                     ----------   -----------  -----------  ------------ ----------  --------------
   2001 Comprehensive loss                                                                               (248,471)
                                                                                                     --------------
Balance at December 31, 2001          91,445      $      1    $       220   $  (714,900) $ (22,345)  $   (737,024)
                                     ==========   ===========  ===========  ============ ==========  ==============

The accompanying notes to consolidated financial statements are an integral part of these statements.

AEI Resources Holding, Inc.

Consolidated Statements of Cash Flows
For the Years Ended December 31, 1999, 2000 and 2001

                                                                       1999            2000            2001
                                                                 ---------------  --------------   --------------
                                                                                  (In Thousands)

Cash Flows From Operating Activities:
   Net loss                                                      $   (199,419)    $   (196,704)    $   (226,126)
   Adjustments to reconcile net loss to net cash provided
     by operating activities
       Depreciation, depletion and amortization                       208,348          253,490          266,639
       Amortization of finance costs included in interest
         expense                                                        7,875           12,329           15,026
       Provision for deferred income taxes                            (95,701)         (54,167)              -
       Provision for writedowns and special items                      87,656            1,209               -
       Provision for doubtful accounts                                    531            2,647               13
       Non-cash equipment sales                                        (9,622)             -                 -
       Loss (gain) on sale of assets                                  101,352              251           (8,253)
   Changes in assets and liabilities:
     (Increase) decrease in:
       Receivables                                                      3,632           22,568              196
       Inventories                                                      4,628           18,364           (6,351)
       Prepaid expenses and other non-current assets                    2,353            7,800            4,666
     Increase (decrease) in:
       Accounts payable                                                12,071          (40,746)         (18,765)
       Other accrued expenses and other non-current liabilities       (52,311)          15,473          135,651
                                                                 ---------------  --------------   --------------
                  Total adjustments                                   270,812          239,218          388,822
                                                                 ---------------  --------------   --------------
                  Net cash provided by operating activities            71,393           42,514          162,696
                                                                 ---------------  --------------   --------------

Cash Flows From Investing Activities:
   Net proceeds from sale of assets                                    16,022           27,064           14,309
   Disposition of acquired assets resold                                5,167              -                 -
   Additions to property, plant and equipment and mine
     development and contract costs                                   (93,555)         (69,870)         (85,033)
   Acquisition of coal-mining companies including debt
     retirement, net of cash received                                 (68,430)             -                 -
   Increase in restricted investments                                     -                -            (55,113)
                                                                 ---------------  --------------   --------------
                  Net cash used in investing activities              (140,796)         (42,806)         (125,837)
                                                                 ---------------  --------------   --------------

Cash Flows From Financing Activities:
   Borrowings on long-term debt                                       135,782           75,569           14,994
   Repayments on long-term debt                                       (66,261)         (37,563)         (41,301)
   Repayments on capital leases                                        (4,788)          (2,187)          (2,256)
   Payments for debt issuance and financing costs                     (14,922)          (1,741)            (844)
   Payments for financing costs related to terminated transactions     (2,265)             -                 -
   Proceeds from issuance of common stock                                 220              -                 -
                                                                 ---------------  --------------   --------------
                  Net cash provided by (used in) financing
                      activities                                       47,766           34,078          (29,407)
                                                                 ---------------  --------------   --------------

Net increase (decrease) in cash and cash equivalents                  (21,637)          33,786            7,452

Cash and Cash Equivalents, beginning of year                           42,614           20,977           54,763
                                                                 ---------------  --------------   --------------

Cash and Cash Equivalents, end of year                           $     20,977     $     54,763     $     62,215
                                                                 ===============  ==============   ==============

The accompanying notes to consolidated financial statements are an integral part of these statements.

(1) Organization and Basis of Presentation:

(a) Organization--AEI Resources Holding, Inc., a Delaware company, (the Company) operates a coal mining business in the United States. The Company owns AEI Resources, Inc. (Resources) which itself owns numerous direct and indirect subsidiaries. The Company has no other activities other than the ownership of Resources and the maintenance of a stock option plan. As of December 31, 2001, the Company is majority-owned and controlled by Larry Addington. As discussed in Note 2, on February 28, 2002, the Company filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code (Bankruptcy Code) accompanied by a prepackaged plan of reorganization.

(b) Basis of Presentation and Principles of Consolidation--The accompanying financial statements include the historical accounts of the Company and its majority-owned subsidiaries. Significant intercompany transactions and balances have been eliminated in consolidation. Minority interests have not been recorded due to insignificance or deficit equity. Investments in 20-50 percent owned entities are accounted for under the equity method and are not significant. The accompanying financial statements also include the purchase accounting and post-acquisition operations of the following significant acquisitions since their date of acquisition: Princess Beverly (February 1999) and Sunny Ridge (April 1999).

The Company operates in one reportable segment: the production of steam and metallurgical coal from surface and deep mines in Kentucky, West Virginia, Indiana, Illinois and Colorado.

(2) Liquidity and Bankruptcy Proceedings-

The Company's consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. The Company suffered losses and has a negative equity and working capital position at December 31, 2001. The Company has also been unable to meet its debt service obligations during the fourth quarter of 2000 and continuing through February 2002. In addition, as discussed in Note 20, the Company was directed by certain states it does business in to replace its Frontier Insurance Company (Frontier) surety bonds or risk a cessation of operations. The Company has replaced the Frontier bonds that governmental authorities have demanded be replaced. Management's plans to remedy the Company's debt defaults are included in a plan of reorganization.

Beginning on January 28, 2002, prior to the commencement of the Company's Chapter 11 cases, the Company solicited votes for the acceptance or rejection of the Prepackaged Plan of Reorganization (Prepackaged Plan) from the holders of their 10.5% Senior Notes due 2005; the holders of their 6.95% Industrial Revenue Refunding Bonds, Series 1997, due 2028; the holders of their 6.90% Port Facility Revenue Refunding Bonds, Series 1997, due 2022; the holders of their 11.5% Senior Subordinated Notes due 2006 and the holders of claims under the Company's Secured Bank Credit Agreement. Of those voting, the holders of such claims voted unanimously in favor of the Prepackaged Plan.

On February 28, 2002, the Company, together with certain of its direct and indirect debtor subsidiaries, commenced in the United States Bankruptcy Court for the Eastern District of Kentucky (Bankruptcy Court) voluntary cases under chapter 11 of title 11 of the Bankruptcy Code and filed concurrently therewith, as debtors and debtors-in-possession, the Joint Plan of Reorganization of the Debtors dated February 28, 2002 (Plan) and a Solicitation and Disclosure Statement dated January 28, 2002 (Disclosure Statement) relating to the Plan.

The Company received approval from the Bankruptcy Court to pay or otherwise honor its prepetition obligations, including employee wages and benefits. The court also approved the Company's $150,000 debtor-in-possession financing (DIP). The DIP allows the Company to resolve bonding issues and should provide reassurance to employees, suppliers and customers that the Company can continue to operate and meet its commitments without interruption.

The Company has received a commitment from Bankers Trust for a secured credit facility (Exit Facility), to be entered into on the date the Plan becomes effective (Effective Date). The Exit Facility will consist of a $250,000 revolving credit facility, under which revolving loans may be made and letters of credit may be issued up to a sublimit of $200,000 for such letters of credit. The Exit Facility will mature five years after the Effective Date. The Company will use the funds borrowed under the Exit Facility to repay all amounts outstanding under the DIP Facility, to fund certain cash needs on the Effective Date and for working capital needs after emergence. The Exit Facility contains various financial covenants which, among other things, limit additional indebtedness, dividend and other restricted payments, affiliate transactions, mergers and capital expenditures and require the Company to meet certain financial ratios including, but not limited to, interest coverage and maximum leverage ratio, all as defined in the Exit Facility.

The Company is currently in default on its Credit Facility (Note 8b), Senior Notes (Note 8c), Senior Subordinated Notes (Note 8c), Zeigler IRBs (Note 8d) and Kentucky Bank and Trust Loan (Note 8f). Accordingly, this debt has been reflected as a current liability in the accompanying financial statements. Since September 30, 2000, the Company has not made any scheduled principal or interest payments on the Credit Facility, Zeigler IRBs, Senior Notes and the Subordinated Notes and, as a result, has violated various provisions and covenants under these debt instruments, including financial covenants. As of February 28, 2002, the Company has missed scheduled principal and interest payments of $77,500 and $210,723 (excluding penalty interest of $16,907), respectively. The Senior Notes, Senior Subordinated Notes and Zeigler IRBs (New Equity) will be cancelled, and the holders of such notes and bonds will be issued equity in the reorganized company . According to the Plan, current equity will be cancelled and no distributions will be made respect thereof.

Pursuant to the Plan, each lender under the Credit Facility (which had outstanding principal plus fees and accrued interest of $985,777 at February 28, 2002) as of the Effective Date will be converted into (A) such lender's pro rata portion of: (i) the New Senior Secured Term Notes evidencing a senior secured term loan in an aggregate principal amount equal to $475,000, minus Available Cash (as defined in the Disclosure Statement) as of the Effective Date; (ii) $450,000 in aggregate principal amount of New Senior Notes and (iii) Cash in the amount equal to the Bank Claims Cash Distribution Amount (as defined in the Disclosure Statement). The $450,000 New Senior Notes mature in 2009 with a stated interest rate of 11.75%. The New Senior Secured Term Notes mature pursuant to an amortization schedule that requires quarterly installment payments of $5,000 with the sixth anniversary date requiring payment of the outstanding balance. Interest is calculated at LIBOR plus the Applicable Margin, as defined in Exhibit 3 of the Plan. The New Senior Secured Term Notes and New Senior Notes contain various financial covenants which are similar to those in the Exit Facility.

A hearing to consider confirmation of the Plan, including approval of the Disclosure Statement and the solicitation procedures used in connection therewith, and any objections to the Plan is scheduled for April 12, 2002. If the Plan is confirmed, the Company could emerge from bankruptcy shortly thereafter, assuming certain conditions set forth in the Plan are met.

Under Chapter 11, certain claims against a debtor in existence prior to the filing of the petitions for relief under the federal bankruptcy laws are stayed while the debtor continues business operations as debtor-in-possession. Claims secured against the debtor's assets (secured claims) also are stayed, although the holders of such claims have the right to move the court for relief from the stay. Secured claims are secured primarily by liens on the debtor's property, plant and equipment. During the pendancy of the Company's bankruptcy proceedings, virtually all actions against it are stayed pursuant to section 362 of the Bankruptcy Code. Upon emergence from bankruptcy proceedings, the automatic stay would no longer apply.

Pursuant to SOP 90-7 "Financial Reporting by Entities in Reorganization under the Bankruptcy Code", the Company plans on adopting fresh-start reporting upon emergence from bankruptcy. Entities that adopt fresh-start reporting apply the following principles:

• The reorganization value of the entity should be allocated to the entity's assets in conformity with the procedures specified by SFAS No. 141, "Business Combinations." The reorganization value should be amortized in conformity with SFAS No. 142, "Goodwill and Other Intangible Assets". See Note 3p for a discussion of these statements.

• Each liability existing at the plan confirmation date, other than deferred taxes, should be stated at present values of amounts to be paid determined at appropriate current interest rates.

• Deferred taxes should be reported in conformity with generally accepted accounting principles. Benefits realized from preconfirmation net operating loss carryforwards should first reduce reorganization value in excess of amounts allocable to identifiable assets and other intangibles until exhausted and thereafter be reported as a direct addition to paid-in capital.

• Changes in accounting principles that will be required in the financial statements of the emerging entity within the 12 months following the adoption of fresh-start reporting should be adopted at the time fresh-start reporting is adopted.

The Company's on-going financial viability is dependent on Plan confirmation and its ability to improve operations and cash flows. The Company's operating plan includes measures it believes will improve operating profits and cash flows. These measures include, but are not limited to the following: (1) enhancing mine productivity by replacing old, inefficient production equipment, (2) consolidating operations to reduce mine level overhead costs, (3) focusing on high margin properties to achieve the best possible sales and production balance both in terms of coal quality and transportation factors, (4) acquiring strategic, low cost reserves to replace existing operations, (5) utilizing the restructured balance sheet and improved liquidity to establish new relationships with first tier vendors and improve access to new vendors, including improved pricing and payment terms. There can be no assurances that the Plan will be confirmed or that operating profits and cash flows will be realized in an amount sufficient to fund obligations or other liquidity needs.

Bankruptcy proceedings have many variables and are extremely difficult to predict. While not anticipated, the Plan may not be confirmed or the conditions thereto satisfied. This would result in the Company remaining in bankruptcy and possibly a liquidation of the Company. It is also possible that an alternative, third-party plan of reorganization could be proposed and approved by the Bankruptcy Court. Accordingly, we are unable to assess the likelihood of an unfavorable outcome to the Company or estimate the amount or range of potential loss it might sustain should the Plan not be confirmed or not become effective.

(3) Summary of Significant Accounting Policies and General-

(a) Company Environment and Risk Factors--The Company, in the course of its business activities, is exposed to a number of risks including: the possibility of the termination or alteration of coal sales contracts, fluctuating market conditions of coal (often impacted by the weather) and transportation/fuel costs, competitive industry and overcapacity, changing government regulations, unexpected maintenance and equipment failure, employee benefits cost control, misestimates of proven and probable coal reserves, satisfactory labor relations, loss of key employees, satisfactory resolution of technology issues as well as the ability of the Company to obtain financing, necessary mining permits and control of adequate recoverable mineral reserves. In addition, adverse uncontrollable (wet) weather and geological conditions tend to increase mining costs, sometimes substantially.

The Company is exposed to risks associated with a highly leveraged organization. Such risks include: increased vulnerability to adverse economic and industry conditions, limited ability to fund future working capital, capital expenditures, business acquisitions or other corporate requirements, possible liquidity problems as well as financing and credit constraints (see Note 2).

(b) Inventories--Inventories are stated at average cost, which approximates first-in, first-out (FIFO) cost and does not exceed market. Components of inventories consist of coal, deferred overburden and parts and supplies (Note 5). Coal inventories represent coal contained in stockpiles and exposed in the pit. Deferred overburden represents the costs to remove the earthen matter (i.e., overburden) covering the coal seam in surface mining. Costs to remove overburden are accumulated and deferred on a pro-rata basis as overburden is removed and eventually charged to cost of operations when the coal is extracted and sold. The calculation of deferred overburden requires significant estimates and assumptions, principally involving engineering estimates of overburden removal and coal seam characteristics.

(c) Advance Royalty Payments--The Company is required, under certain royalty lease agreements, to make minimum royalty payments whether or not mining activity is being performed on the leased property. These minimum payments may be recoupable once mining begins on the leased property. The Company capitalizes the recoupable minimum royalty payments and amortizes the deferred costs once mining activities begin or expenses the deferred costs when the Company has ceased mining or has made a decision not to mine on such property. The Company has recorded advance royalties of $22,705 (including $7,670 included in prepaid expense and other and $15,035 included in other non-current assets) in 2000 and $20,723 (including $5,658 included in prepaid expenses and other and $15,065 included in other non-current assets) in 2001.

(d) Depreciation, Depletion and Amortization--Property, plant and equipment are recorded at cost, including construction overhead and interest, where applicable. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Fixed asset depreciation is provided using the straight-line method with estimated useful lives comprising substantially the following ranges:

                                                                       Years
                                                                     -----------

         Buildings                                                    10 to 45
         Mining and other equipment and related facilities            1 to 20
         Land improvements                                               15
         Transportation equipment                                      2 to 7
         Furniture and fixtures                                       3 to 10

Depreciation expense for property, plant and equipment for the years ended December 31, 1999, 2000 and 2001 was $90,802, $104,189 and $108,105, respectively.

Mineral reserves are depleted using the units-of-production method, based on estimated recoverable reserves.

Mine development costs are amortized using the units-of-production method, based on estimated recoverable reserves. Costs related to coal sales contracts are amortized as tons are delivered, based on contracted tonnage requirements.

Debt issuance costs are being amortized (included in interest expense) using the effective interest method, over the life of the related debt.

(e) Restricted Cash--Included in other non-current assets is $1,807 and $57,120 for 2000 and 2001, respectively, relating to restricted cash. The increase in restricted cash is directly related to cash held by third parties for bonding (Note 20). The Company also pays amounts as required by various royalty agreements. Certain of these agreements have been disputed by third parties, requiring that cash be paid into an escrow account until the rightful recipient is determined. Additionally, some agreements require amounts be set aside until the completion of reclamation work.

(f) Coal Mine Reclamation and Mine Closure Costs--The Company estimates its future cost requirements for reclamation of land where it has conducted surface and deep mining operations, based on its interpretation of the technical standards of regulations enacted by the U.S. Office of Surface Mining, as well as state regulations.

The Company accrues for the cost of final mine closure and related exit costs over the estimated useful mining life of the developed property or, if purchased, at the date of acquisition. These costs relate to reclaiming the pit and support acreage at surface mines and sealing portals at deep mines. Other costs common to both types of mining are related to reclaiming refuse and slurry ponds as well as holding and related termination/exit costs. The Company expenses the reclamation of current mine disturbance which is performed prior to final mine closure. The establishment of the end of mine reclamation and closure liability is based upon permit requirements and requires various significant estimates and assumptions, principally associated with regulatory requirements, costs and recoverable coal reserves. Annually, the Company reviews its end of mine reclamation and closure liability and makes necessary adjustments, including mine plan and permit changes and revisions to cost and production levels to optimize mining and reclamation efficiency. The economic impact of such adjustments is generally recorded to cost of operations prospectively as remaining tons are mined. Also, as described in Note 3j, when a mine life is shortened due to change in mine plan, mine closing obligations are accelerated and the related accrual is increased accordingly. Although the Company's management believes it is making adequate provisions for all expected reclamation and other costs associated with mine closures, future operating results would be adversely affected if such accruals were later determined to be insufficient. End of mine reclamation and closure expense for 1999, 2000 and 2001 was $16,192, $6,512 and $6,994, respectively, and charges to the accrual for 1999, 2000 and 2001 were $58,834, $38,175 and $36,220, respectively. See Note 3p for discussion of future changes in reclamation accounting (SFAS No. 143).

(g) Income Tax Provision--The provision for income taxes includes federal, state and local income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities. The Company records income taxes under the liability method. Under this method, deferred income taxes are recognized for the estimated future tax effects of differences between the tax basis of assets and liabilities and their financial reporting amounts as well as net operating loss carryforwards and tax credits based on enacted tax laws. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

(h) Revenue Recognition--Most of the Company's revenues have been generated under long-term coal sales contracts with electric utilities, industrial companies or other coal-related organizations, primarily in the eastern United States. Revenues are recognized on coal sales in accordance with the sales agreement, which is usually when the coal is shipped to the customer and title has passed. The Company also rents and sells equipment and provides repair and contract mining services, and the revenue from such rental, sale and service is recognized when earned. Advance payments received are deferred and recognized in revenue as coal is shipped or rentals are earned.

The Company grants credit to its customers based on their creditworthiness and generally does not secure collateral for its receivables.

(i) Shipping and Handling Fees and Costs--Consistent with Emerging Issues Task Force Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs" (EITF 00-10), the Company classifies shipping and handling costs billed to customers as sales. Shipping and handling fees and costs are included in Cost of Operations.

(j) Asset Impairments and Accelerated Mine Closing Accruals--In certain situations, expected mine lives are shortened because of changes to planned operations. When that occurs and it is determined that the mine's underlying costs are not recoverable in the future, reclamation and mine closing obligations are accelerated and the mine closing accrual is increased accordingly. Also, to the extent that it is determined that asset carrying values will not be recoverable during a shorter mine life, a provision for such impairment is recognized. The Company follows Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which requires that projected future cash flows from use and disposition of the Company's assets be compared with the carrying amounts of those assets. When the sum of projected cash flows is less than the carrying amount, impairment losses are recognized. In determining such impairment losses, the Company generally utilizes discounted cash flows to determine the fair value of the assets being evaluated.

(k) Employee Benefits--Postretirement Benefits Other Than Pensions – As prescribed by SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pension," the Company accrues, based on annual outside actuarial valuations, for the expected costs of providing postretirement benefits other than pensions, which are primarily medical benefits, during an employee's actual working career.

Workers' Compensation and Black Lung Benefits – Certain of the Company's subsidiaries are liable under federal and state laws to pay workers' compensation and pneumoconiosis (black lung) benefits to eligible employees, former employees and their dependents. The Company is self-insured for significant federal and state workers' compensation and black lung benefits. The Company utilizes a combination of loss-sensitive insurance, self-insurance and state workers' compensation fund participation to secure its on-going obligations depending on the operation. The Company accrues for its workers' compensation and black lung obligations on a present value basis determined by outside actuarial valuations.

Postemployment Benefits – As prescribed by SFAS No. 112, "Employers' Accounting for Postemployment Benefits," the Company provides certain postemployment benefits, primarily medical benefits, to certain former and inactive employees and their dependents during a time period following employment. The Company accrues the present value of expected future benefits, based on outside actuarial valuations, during an employee's actual working career.

(l) Stock-Based Compensation--These financial statements include the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation". With respect to accounting for its stock options, as permitted under SFAS No. 123, the Company has retained the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25), and related interpretations.

(m) Management's Use of Estimates--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 the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(n) Reclassifications--Certain reclassifications of prior year amounts were made to conform with the current year presentation with no effect on previously reported net loss or stockholders' equity (deficit).

(o) Statements of Cash Flows--For purposes of the statements of cash flows, the Company considers investments having maturities of three months or less at the time of the purchase to be cash equivalents.

       Supplemental disclosure:

                                                  1999           2000           2001
                                             --------------- ------------- ---------------

           Cash paid for interest            $      119,239  $   95,865    $      4,311
           Income taxes paid (refunded)               2,385        (200)              5

No interest has been capitalized in 1999, 2000 or 2001. The 1999 statement of cash flows is exclusive of non-cash property sale proceeds of $17,437 of which $7,066 is included in accounts receivable, $9,566 in prepaid expenses and other and $805 in other non-current assets, non-cash property additions of $2,525 and non-cash insurance premium financing of $9,461 included in prepaid expenses and other.

The 2000 statement of cash flows is exclusive of non-cash property sale proceeds of $1,060 included in accounts receivable, non-cash property additions of $9,923, non-cash insurance premium financing of $9,126 included in prepaid expenses and other and a non-cash accrual of $10,076 with a corresponding increase to other non-current assets.

The 2001 statement of cash flows is exclusive of non-cash property sale proceeds of $788 included in accounts receivable, non-cash property additions of $4,364, non-cash insurance premium financing of $14,951 included in prepaid expenses and other and discharge of a note payable of $2,403 through a release of advance royalties.

(p) Accounting Pronouncements--In September 2001, the staff of the Financial Accounting Standards Board (FASB) cleared SFAS No. 133 Implementation Issue Number C16 (C16), which relates to scope exceptions in applying the normal purchases and sales exception for commodity contracts that contain volumetric variability or optionality under paragraph 10b of SFAS No. 133. C16 is effective for the Company on April 1, 2002. The Company does not believe adoption of C16 will have an effect on the Company. The Company believes its coal contracts with volumetric variability or optionality are exempted out of SFAS No. 133, because they fail to meet the net settlement criteria of SFAS No. 133, which would preclude such contracts from being considered derivatives.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations"; SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No. 143, "Accounting for Asset Retirement Obligation". SFAS No. 141 eliminates the pooling-of-interests method and requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. It also requires intangible assets acquired in a business combination to be recognized separately from goodwill. SFAS No. 141 is expected to have no future impact on the Company's financial position or results of operations with respect to business combination transactions that have occurred prior to June 30, 2001. The primary impact to the Company will be in the allocation of the purchase price of any future business combinations to the fair value of net assets acquired, including goodwill and other intangible assets. The Company will apply SFAS No. 141 in fresh start accounting (Note 2) pursuant to SOP 90-7 upon emerging from bankruptcy. SFAS No. 142 addresses how goodwill and other intangible assets should be accounted for upon their acquisition and afterwards. The Company is currently analyzing the impact of SFAS No. 142, which is required to be adopted January 1, 2002. The primary impact of SFAS No. 142 is that future goodwill and intangible assets with indefinite lives will no longer be amortized beginning in 2002. Instead of amortization, goodwill will be subject to an assessment for impairment by applying a fair-value-based test annually and more frequently if circumstances indicate a possible impairment. If the carrying amount of goodwill exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The Company does not have recorded significant goodwill or intangible assets. Accordingly, these new accounting rules will not presently have a significant impact on the Company but will have a significant effect upon fresh start accounting.

SFAS No. 143 addresses asset retirement obligations that result from the acquisition, construction or normal operation of long-lived assets. It requires companies to recognize asset retirement obligations as a liability when the liability is incurred at its fair value. The adoption of SFAS No. 143 will affect the Company's recording of reclamation and closure obligations and disclosure requirements. Currently, the Company records the full (undiscounted) liability for end-of-mine reclamation obligations of all acquired mines in current dollars. Developed mines accrue at a rate per ton over its active life to the end-of-mine obligation. SFAS No. 143 will require the Company to cease the per-ton accrual approach and to discount all end-of-mine obligations to their fair values. The future accretion of the discounted obligation will be recorded to cost of operations. The Company is currently analyzing the impact of this Statement, which is required to be adopted January 1, 2003.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is required to be adopted January 1, 2002. SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" and APB Opinion No. 30, "Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" and combines the two accounting models into a single model based on the framework established in SFAS No. 121. Effects of adopting SFAS No. 144 on January 1, 2002 have had no material impact on the earnings and financial position of the Company.

(q) Comprehensive Loss--The Company complies with SFAS No. 130, "Reporting on Comprehensive Income", by establishing standards for reporting and presentation of comprehensive income (loss) and its components in a full set of financial statements. Other comprehensive income can include, among other items, foreign currency items, minimum pension liability adjustments and unrealized gains and losses on certain investments in debt and equity securities. In 2001, the Company recorded as comprehensive loss in stockholders' equity (deficit) a minimum pension liability increase of $22,345 to properly record the pension liability in accordance with the actuary calculations. The Company has no other items of other comprehensive income or loss.

(4) Acquisitions-

The following acquisitions have each been accounted for as a purchase, and their results of operations have been included with that of the Company since the date of acquisition.

(a) Princess Beverly--In February 1999, the Company acquired all the capital stock of Princess Beverly Coal Company, a coal mining business with operations in West Virginia, for the purchase price of approximately $11,500. The Company also acquired approximately a 1% interest in Hanna Land Company LLC, a limited liability company established to develop a coal mining property in West Virginia owned by the Company. The Company also has an option to purchase (and the owner has the right to put) the remaining 99% in Hanna Land Company LLC for $12,000 upon the successful permitting of the mining property.

(b) Sunny Ridge--In April 1999, the Company acquired all of the common stock of Sunny Ridge Enterprises, Inc., a coal mining business with operations in Kentucky, for the purchase price of $50,000, plus a working capital adjustment, as defined in the stock purchase agreement.

The following unaudited pro forma information for the periods shown below gives effect to the aforementioned acquisitions as if they had occurred on January 1, 1999:

                                                          1999
                                                     ----------------
                                                        Unaudited

                               Revenues              $     1,352,200
                               Net loss                     (199,200)

The unaudited pro forma information assumes that the Company owned the aforementioned acquisitions at January 1, 1999 and includes adjustments for depreciation, depletion and amortization and interest expense. The unaudited pro forma financial data is presented for information purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had such acquisitions been consummated at the beginning of these periods and is not intended to be a projection of future results. Certain purchase accounting adjustments related to the acquisitions have been recorded in the accompanying financial statements.

(5) Inventories-

As of December 31, 2000 and 2001, inventories consisted of the following:

                                                 2000               2001
                                           -----------------   ---------------

                Coal                       $      27,648       $     27,438
                Deferred overburden               34,360             39,019
                Parts and supplies                22,685             24,587
                                           -----------------   ---------------
                                           $      84,693       $     91,044
                                           =================   ===============

(6) Property, Plant and Equipment-

Property, plant and equipment, including mineral reserves and mine development and contract costs at December 31, 2000 and 2001 are summarized by major classification as follows:

                                                                                   2000               2001
                                                                             -----------------  -----------------

     Land and land improvements                                            $       75,402     $        78,475
     Mining and other equipment and related facilities                            506,880             527,500
     Mine development and contract costs                                          166,534             178,839
     Mineral reserves                                                           1,520,609           1,501,611
     Mine development in process                                                    7,975               6,792
     Construction work in process                                                   5,416              12,416
                                                                             -----------------  -----------------
                                                                                2,282,816           2,305,633
     Less - accumulated depreciation, depletion and amortization                 (489,191)           (718,303)
                                                                             -----------------  -----------------
     Net property, plant and equipment                                     $    1,793,625     $     1,587,330
                                                                             =================  =================

Included in property, plant and equipment is $13,391 for 2000 and $19,208 for 2001 related to development and construction projects for which depreciation, depletion and amortization have not yet commenced. The Company reviews realization of these projects on a periodic basis.

Accumulated amortization for intangible assets which include debt issuance costs and contract costs as of December 31, 2000 and 2001 was $50,618 and $101,500, respectively.

(7) Accrued Expenses and Other-

Accrued expenses and other as of December 31, 2000 and 2001 consisted of the following:

                                                                         2000              2001
                                                                    ---------------   ---------------

     Payroll, bonus and vacation                                           37,857            42,082
     Non-income taxes                                                      28,297            24,202
     Exit fee - Credit Facility (Note 8b)                                  15,793            15,793
     Deferred revenues                                                     11,777             6,669
     Debt service reserve - Zeigler IRB (Note 8d)                          10,076            10,076
     Royalties                                                              7,110             7,563
     Other                                                                 15,590            14,808
                                                                    ---------------   ---------------
                                                                    $     126,500     $     121,193
                                                                    ===============   ===============

(8) Debt-

(a) Long-Term Debt and Capital Leases--Long-term debt and capital leases as of December 31, 2000 and 2001 consisted of the following:

                                                                                    2000                2001
                                                                              -----------------   -----------------

     Credit Facility (Note 8b):
          Term Loan A - Original                                              $        225,000    $        223,021
          Term Loan A - Amended                                                         75,000              74,340
          Term Loan B                                                                  332,500             329,576
          Revolving Credit Facility                                                    177,719             182,163
     10.5% Senior Notes (Note 8c)                                                      200,000             200,000
     11.5% Senior Subordinated Notes (Note 8c)                                         150,000             150,000
     Zeigler Industrial Revenue Bonds (Note 8d)                                        145,800             145,800
     Notes payable to sellers of Cyprus Subsidiaries ($10,386 and $3,462),
        Mid-Vol ($9,000 and $6,000), Leslie Resources ($2,784 and $-) and
        Ikerd-Bandy ($3,023 and $2,159) (Note 8e)                                       25,193              11,621
     Kentucky Bank & Trust Loan (Note 8f)                                                8,132               8,132
     Capital leases (Note 12b)                                                           5,202               2,969
     Other                                                                               6,329               7,261
                                                                              -----------------   -----------------
              Total                                                                  1,350,875           1,334,883
              Less - current portion                                                 1,333,477           1,329,651
                                                                              -----------------   -----------------
              Long-term debt                                                  $         17,398    $          5,232
                                                                              =================   =================

Accrued interest at December 31, 2000 and 2001 is $54,288 and $216,443, respectively. As discussed in Note 2, the Company has not made various interest payments due in October 2000 through December 2001; however, the Company has continued to accrue such amounts due in the accompanying financial statements.

Principal maturities of long-term debt and capital leases as of December 31, 2001 are as follows:

              Year Ended December 31:
                  2002                                 1,329,651
                  2003                                     4,980
                  2004                                       252
                                                 ----------------
                                                 $     1,334,883
                                                 ================

(b) Credit Facility--The Credit Facility consists of Term Loan A Facilities (Original Tranche A maturing in 2003 and Amended Tranche A maturing in 2004), a Term Loan B Facility (maturing in 2004) and a $182,163 senior secured revolving credit facility (Revolver), maturing in 2003. Interest is calculated on the ABR (alternative base rate) plus the Applicable Margin, as defined in the Credit Facility. The Applicable Margin is determined pursuant to a formula based on the Company's financial performance. The ABR is the higher of the Federal Funds Rate plus 0.5% and the Prime Rate. The interest rates as of December 31, 2001 and average interest rates for 2001 were as follows: Original Tranche Term Loan A (9.0% and 11.18%), Amended Tranche Term Loan A (10.0% and 12.18%), Term Loan B (9.5% and 11.68%) and Revolver (9.0% and 11.18%). The Credit Facility is collateralized primarily by capital stock of most of the Company's subsidiaries, along with substantially all accounts receivable; inventory; property, plant and equipment; intangibles; contract rights and other personal and real property of the Company and most of its subsidiaries. The Company and most of its subsidiaries have guaranteed the Credit Facility.

Effective June 15, 2000, the Company amended and restated its Credit Facility to modify the payment terms and covenant requirements. The changes included, among others, deferred principal payments, increased interest rates and amended financial covenant ratios. Term Loan A under the Credit Facility was separated into an Original Tranche and Amended Tranche. The Amended Tranche aggregates $75,000 in principal with final maturity on December 14, 2004. The Original Tranche aggregates $225,000 in principal with final maturity on December 31, 2003. Both Original and Amended Tranches contain new repayment terms. The Company incurred an exit fee equal to 2% of Credit Facility borrowings at June 15, 2000 ($15,793) payable to the lenders on the earlier of (i) the maturity date of each respective Tranche or (ii) the date such Tranche is accelerated, refinanced, restructured or replaced. The exit fee has been recorded as an increase in debt issuance costs and accrued expenses and other. Mandatory prepayments are required based on the following: (i) casualty events, as defined and based on specified calculations and limitations, (ii) disposition events, as defined and based on specified calculations and limitations, (iii) debt issuances – all net available proceeds from any debt issuance, (iv) excess cash flow, as defined and calculated and (v) equity issuances, as defined and based on specified calculations and limitations. The Company has the option to prepay the Amended Tranche at prices of 102% in 2002 and 101% in 2003.

The Credit Facility contains various financial covenants which, among other things, limit additional indebtedness, dividend and other restricted payments, affiliate transactions, mergers and capital expenditures and require the Company to meet certain financial ratios, including but not limited to interest coverage and maximum leverage ratio, all as defined in the Credit Facility. In addition, the Credit Facility is generally required to be prepaid with 50% of annual Excess Cash Flow, as defined in the Credit Facility, 100% of proceeds from the incurrence of additional debt, 100% of proceeds from asset sales or dispositions above certain defined thresholds or 50% of the net proceeds from the issuance of equity securities. As of December 31, 2000 and 2001, the Company was in violation of various financial and other covenants including the non-payment of principal and interest payments due giving rise to an Event of Default. During the default period, the Company must pay a higher interest rate to its lenders. As a result of the Event of Default, the entire Credit Facility is classified as a current liability in the accompanying balance sheets.

As of December 31, 2001, the Company has $182,163 in outstanding borrowings under the Revolver. In addition, the Company has letters of credit in the amount of $20,431 issued under the Revolver. These letters of credit cover the following:

        Insurance/Workers' compensation/Reclamation bonds      $      18,931
        Mineral leases/Royalties                                       1,500
                                                               -------------
                                                               $      20,431
                                                               =============

As of December 31, 2001, due to default status, the Company was restricted from making additional borrowings under the Revolver.

See Note 2 for changes related to the Credit Facility under the Plan.

(c) 10.5% Senior Notes and 11.5% Senior Subordinated Notes--On December 14, 1998, Resources and AEI Holding Company, Inc. (a subsidiary) co-issued $200,000 of 10.5% Senior Notes due 2005 (Senior Notes).

Also on December 14, 1998, Resources issued $150,000 of 11.5% Senior Subordinated Notes due 2006 (Subordinated Notes).

The Senior Notes mature in their entirety on December 15, 2005, and the Subordinated Notes mature in their entirety on December 15, 2006. The Senior Notes and Subordinated Notes are general, unsecured obligations of the issuers. Interest is payable on June 15 and December 15 of each year. The Company has the option to redeem the Senior Notes and Subordinated Notes on or after December 15, 2002, at redemption prices ranging from 105.25% in 2002 to 100% in 2005. Before December 15, 2002, the Company may redeem the Senior Notes and Subordinated Notes at the face amount plus accrued and unpaid interest, liquidated damages, if any, and an applicable "make whole premium" of up to $11,500 and $8,625, respectively.

Upon a change in control (as defined in the documents governing the Senior Notes and the Subordinated Notes), the Company will be required to make an offer to purchase all outstanding Senior Notes and Subordinated Notes at 101% of the principal amount. The Senior Notes and Subordinated Notes are jointly and severally guaranteed on a senior unsecured basis by the Company and each of the Company's current and future domestic majority-owned subsidiaries, other than Yankeetown Dock Corporation. In addition to containing various restrictive financial covenants, the Senior Notes and Subordinated Notes restrict, among other things, additional indebtedness, issuance of preferred stock, dividend payments, mergers, sale of subsidiaries and assets and affiliate transactions. In addition, the Senior Notes and Subordinated Notes contain default provisions whereby the failure to pay principal or interest on certain indebtedness of the Company or a default which results in the acceleration of certain indebtedness prior to its express maturity causes an event of default. As of December 31, 2000 and 2001, the Company had not paid interest when due thereby giving rise to an Event of Default. As such, the entire balance of the Senior Notes and Subordinated Notes are classified as a current liability in the accompanying balance sheets.

The Company filed an initial registration statement for the Senior Notes with the Securities and Exchange Commission on February 12, 2000 and filed an amendment to the initial registration statement on April 29, 2000. Subsequently, the Company had planned to file a registration statement for the Subordinated Notes; however, the Company withdrew the Senior Notes' registration statement on May 31, 2001. Because the registration statements were not filed or declared effective within the time periods allotted in the documents governing the Senior Notes and the Senior Subordinated Notes, the Company has been required to pay liquidated damages to the holders of the Senior Notes and Subordinated Notes. For the Senior Notes, the Company is accruing the maximum liquidated damages of 50¢ per one thousand dollars principal amount (aggregating to $100 per week) per week until the registration statement is declared effective. For the Subordinated Notes, the Company is also accruing the maximum liquidated damages of 50¢ per one thousand dollars principal amount (aggregating to $75 per week) per week until the registration statement is declared effective.

During 1999, 2000 and 2001, the Company incurred liquidated damages pursuant to the Senior Note and Subordinated Note indentures, exclusive of penalty interest (Note 2), of $3,803, $7,177 and $8,846, respectively. If the registration statements do not become effective during 2002 and no reorganizaton occurs, the Company will incur aggregate liquidated damages of $9,125 during 2002. Accrued but unpaid liquidated damages are included in accrued interest in the accompanying balance sheets.

See Note 2 for changes related to the Senior Notes and Subordinated Notes under the Plan.

(d) Industrial Revenue Bonds--In connection with the Zeigler acquisition, the Company assumed floating rate industrial revenue bonds (IRBs) issued by the Peninsula Ports Authority of Virginia ($115,000) and Charleston County, South Carolina ($30,800) (collectively, the Zeigler IRBs). On April 1, 1999, the Company refinanced the Zeigler IRBs. The interest on the Peninsula Ports Authority of Virginia bonds is currently fixed at 6.90%, and the interest on the Charleston County, South Carolina bonds is currently fixed at 6.95%. Interest is payable semi-annually on both bonds. The principal amount owed to the Peninsula Ports Authority of Virginia is due in two equal lump-sum payments on April 30, 2022 and May 2, 2022, and the principal amount owed to Charleston County, South Carolina is due in one lump-sum payment on August 10, 2028.

The Zeigler IRBs contain redemption features which allow the issuers, at the direction of the Company, the option to redeem the Zeigler IRBs on or after April 1, 2009 at redemption prices ranging from 102% in 2009 to 100% in 2013. In addition, unless the bonds are Investment Grade rated, as defined, as of April 1, 2009, the Zeigler IRBs will be subject to mandatory sinking fund requirements of $9,200 per year through 2022 and $1,500 per year thereafter through 2028.

Upon a change in control, as defined in the documents governing the Zeigler IRBs, the Company, at the direction of the then current bondholders, will be required to make an offer to purchase all outstanding bonds at 103%. The Zeigler IRBs are unsecured but are guaranteed by substantially the same entities that guarantee the Senior Notes and Subordinated Notes described in Note 8c above. The documents also contain default provisions whereby the failure to pay principal or interest on certain indebtedness of the Company or a default which results in the acceleration of any indebtedness prior to its express maturity causes an event of default. An event of default also occurs when the Company is in default under certain of its indebtedness. As of December 31, 2000 and 2001, an Event of Default had occurred under the terms of the Zeigler IRBs as the Company had not paid interest due nor had it made the required funding under the debt service reserve fund (discussed below). As such, the Zeigler IRBs are classified as a current liability in the accompanying balance sheets.

Beginning with the four quarters ended June 30, 2000, the Company's guarantee under the Zeigler IRBs requires the establishment of a debt service reserve fund in an amount equal to one year's interest (approximately $10,076) in the event the Company's fixed charge ratio, as defined, is less than 2 to 1. Amounts in the debt service reserve fund may thereafter be returned to the Company if the ratio is later achieved for a period of six consecutive quarters. The Company's fixed charge ratio, as defined for the four quarters ended June 30, 2000 and for the year ended December 31, 2001, was below the 2 to 1 requirement. The Company has accrued, but not paid, the required debt service reserve fund amount due.

See Note 2 for changes related to the Zeigler IRBs under the Plan.

(e) Seller Notes Payable--In connection with the acquisitions of Ikerd-Bandy, Leslie Resources, Cyprus Subsidiaries and Mid-Vol, the Company entered into notes payable to the sellers of these businesses (Seller Notes). The Cyprus Subsidiaries Seller Notes are secured and the other Seller Notes are unsecured and bear interest (or have been discounted) at rates ranging from 5% to 10%. During 2001, the Leslie Resources note was retired early (via a non-cash exchange) while the remaining Seller Notes mature from 2002 to 2004.

(f) Kentucky Bank and Trust Loan--The Company has an unsecured note payable to Kentucky Bank and Trust (KB&T Note) in the amount of $8,132. The note bears interest at a rate equal to the daily floating prime rate as published in the The Wall Street Journal (4.75% at December 31, 2001) with a maturity date of September 3, 2007. This note carries covenants similar to those of the Credit Facility described in Note 8b above. In addition, the agreement contains default provisions whereby the failure to pay principal or interest on certain indebtedness of the Company or a default which permits the acceleration of certain indebtedness prior to its express maturity or an increase in the interest rate on certain indebtedness causes an event of default under the KB&T Note. Because events of default have occurred, the entire balance is classified as a current liability in the accompanying balance sheets. The KB&T Note is guaranteed by substantially the same entities that guarantee the Credit Facility and by Larry Addington and an affiliate has pledged assets as additional security for the loan. The Company is prohibited from making principal payments on the KB&T Note prior to the earlier of June 30, 2005 or 91 business days after the satisfaction in full of all obligations under the Credit Facility.

(9) Income Taxes-

The provision (benefit) for income taxes is comprised of the following:

                                               1999               2000               2001
                                          ---------------    ---------------    ---------------

     Tax provision (benefit):
          Current                         $      2,191       $       1,069      $       1,376
          Deferred                             (95,701)            (54,167)              -
                                          ---------------    ---------------    ---------------
                                          $    (93,510)      $     (53,098)     $       1,376
                                          ===============    ===============    ===============

The following table presents the difference between the actual tax provision (benefit) and the amounts obtained by applying the statutory U.S. federal income tax rate of 35% to the 1999, 2000 and 2001 loss before income taxes.

                                                                   1999               2000              2001
                                                              ----------------  -----------------  ----------------

     Federal provision computed at statutory rate             $     (102,536)   $       (87,805)   $      (78,419)
     State income tax (net of federal tax benefits and
     apportionment factors) computed at statutory rate                (7,330)           (10,737)           (7,613)
     Valuation allowance                                               5,115             36,269            82,510
     Percentage depletion in excess of cost                           (3,500)              -                 -
     Mineral reserves amortization                                    14,741              7,223             4,898
     Other                                                              -                 1,952              -
                                                              ----------------  -----------------  ----------------
                                                              $      (93,510)   $       (53,098)   $        1,376
                                                                ================  =================  ================

Significant components of the Company's deferred tax assets and liabilities as of December 31, 2000 and 2001 are summarized as follows:

                                                                     2000                2001
                                                               -----------------   -----------------

     Deferred Tax Assets:
        Accrued employee benefits                              $       230,286     $      236,280
        Accrued reclamation and closure                                145,121            159,242
        AMT credits                                                     28,547             33,315
        Net operating loss carryovers                                   48,173            138,263
        Patents and technology                                          11,537             11,795
        Additional minimum pension liability                              -                 8,776
        Other                                                           43,572             14,064
                                                               -----------------   -----------------
                                                                       507,236            601,735
        Valuation allowance                                            (49,399)          (177,142)
                                                               -----------------   -----------------
                                                                       457,837            424,593
                                                               -----------------   -----------------
     Deferred Tax Liabilities:
        Property, plant and equipment                                  186,564             15,255
        Mineral reserves and mine development costs                    239,169            378,402
        Other                                                           32,104             30,936
                                                               -----------------   -----------------
                                                                       457,837            424,593
                                                               -----------------   -----------------
              Net deferred tax liability                       $          -        $         -
                                                               =================   =================

     Classified in balance sheets:
        Other current assets                                   $        12,750     $       13,010
        Noncurrent liabilities                                          12,750             13,010

The Company has alternative minimum tax (AMT) credits of $33,315 with no expiration date. Certain subsidiaries have carryforwards for net operating losses (NOL) and AMT NOLs of approximately $16,000 and $4,800, respectively, which may only be used by these subsidiaries and, if not used, will expire between 2012 and 2018. NOL carryforwards may also be limited under certain ownership changes. Other NOL and AMT NOL carryforwards aggregating approximately $335,994 and $176,827, respectively, if not used, will expire between 2011 and 2021 and 2020 and 2021, respectively.

A deferred tax asset valuation allowance was recorded in 2000 and 2001 due to uncertainties in realization using the more likely than not methodology. After completion of the 2000 income tax returns, deferred tax assets and liabilities were adjusted. The net effect of these adjustments was to increase net deferred tax assets, which were offset by an increase of $36,457 in the valuation allowance. The adjustments had no impact on 2000 income or balance sheet classification.

Included in the valuation allowance at December 31, 2001 is $8,776 to cover the deferred tax asset recognized by the recording of the additional minimum pension liability in other comprehensive loss (OCL). Pursuant to SFAS No. 109, if the tax asset that results from recording pension liability through equity is fully reserved with a valuation allowance, there is no net income tax expense or benefit to be allocated to equity OCL.

Certain preacquisition contingencies exist relating to income tax matters which, when ultimately resolved, may adjust the purchase accounting of the respective acquisition. In 2001, the Company decreased its tax contingency account (included in other non-current liabilities) by $15,000 due to updates made in its state and federal tax exposures. The offsetting credit was recorded to mineral reserves pursuant to purchase accounting rules.

The Plan (Note 2) will cause a variety of tax implications. Because the cancellation of the Company's indebtedness will occur in a case brought under the Bankruptcy Code, the Company will not be required to recognize any cancellation of indebtedness (COI) income realized as a result of the implementation of the Plan of Reorganization. However, the Company will be required to reduce certain tax attributes, including its net operating losses and loss carryforwards and its tax basis in its assets, in an amount generally equal to the amount of COI income excluded from income.

The Company believes that some of its NOLs (including AMT NOLs) may be eliminated after consummation of the Plan, but whether any such elimination will actually occur and the extent of any such elimination is uncertain because among other things, it will depend on the fair market value of the new common stock and the issue price of the New Senior Secured Term Notes and New Senior Notes on the effective date. It is possible that a substantial portion of the Company's AMT NOLs could be eliminated and thus the Company's AMT liability after the effective date of the Plan could be significantly increased.

The Plan is also expected to trigger an ownership change of the Company's consolidated group on the effective date. As a result, the use of pre-ownership change NOLs (and certain other tax attributes) will generally be subject to an annual limitation. Except as otherwise allowed, the annual limitation will generally be the product of the long-term tax-exempt rate (as published by the Internal Revenue Service for the month in which the ownership change occurs) and the value of the Company's stock immediately before the ownership change. Because the Company is in a case under the Bankruptcy Code, there are two exceptions to the general limitation above. The first exception applies where qualified creditors receive at least 50% of the vote and value of the stock of the reorganized Company. Under this exception, the pre-change NOLs are not subject to an annual limit but are instead reduced by the amount of any interest deductions allowed during the three taxable years preceding the taxable year in which the ownership change occurs, and during the part of the taxable year prior to and including the effective date of the Plan. The second exception requires no reduction of pre-change NOLs but provides relief in the form of a relaxed computation of the annual limit. The value of the Company's outstanding stock will be increased to reflect the cancellation of indebtedness (but the value of such stock as adjusted may not exceed the value of the Company's gross assets immediately before the ownership change (subject to certain adjustments)).

(10) Employee Benefits-

Employee benefits at December 31, 2000 and 2001 are summarized as follows:

                                                                         2000                2001
                                                                    ---------------     ---------------

     Postretirement benefits                                        $      417,441      $     427,363
     Workers' compensation and black lung benefits                         114,162            120,091
     Coal Act benefits                                                      51,150             50,373
     Pension benefits                                                        5,005              2,729
     Additional minimum pension liability                                     -                22,345
     Postemployment benefits                                                 2,832              2,192
                                                                    ---------------     ---------------
              Total                                                        590,590            625,093
              Less - current portion                                        33,494             39,663
                                                                    ---------------     ---------------
              Long-term portion                                     $      557,096      $     585,430
                                                                    ===============     ===============

(a) Pension and Other Postretirement Benefits--Prior to the Cyprus Subsidiaries acquisition on June 29, 1998, the Company did not have any defined benefit pension plans, postretirement or postemployment benefits or United Mine Workers of America (UMWA) Combined Benefit Fund (Coal Act) obligations. In conjunction with certain of the 1998 and 1999 acquisitions, the Company acquired or agreed to put in place benefit plans providing pension benefits to certain employees and postretirement healthcare and life insurance to eligible union employees.

Effective September 2, 1998, the Company acquired a non-contributory defined benefit pension plan covering all salaried and non-union employees of Zeigler and its subsidiaries. Effective January 1, 1999, the Company amended and restated this plan to cover all salaried and non-union employees of the Company. Effective August 1, 1999, this plan was divided into two plans, one to be maintained by the Company and the other to be maintained by West Virginia-Indiana Coal Holding Company, Inc., a subsidiary of the Company. The union employees at one of the Company's acquired mines are covered by a separate defined benefit pension plan. Benefits are generally based on the employee's years of service and compensation during each year of employment. The Company's funding policy is to make the minimum payment required by the Employee Retirement Income Security Act of 1974.

Summaries of the changes in the benefit obligations, plan assets (consisting principally of common stocks and U.S. government and corporate obligations) and funded status of the plans are as follows:

                                                               Pension Benefits          Other Postretirement
                                                                                               Benefits
                                                           -------------------------  ----------------------------
                                                              2000          2001          2000           2001
                                                           -----------   -----------  -------------  -------------

     Change in Benefit Obligations:

     Benefit obligations at January 1                      $   88,141    $   94,324   $    384,740   $   402,711
        Adjustment for R&F Coal                                  -             -            (5,789)         -
        Service cost                                            3,017         3,026          3,748         4,125
        Interest cost                                           6,537         6,623         27,467        29,196
        Actuarial (gain) loss                                   5,574           891         11,159        15,686
        Benefits paid                                          (8,945)       (9,947)       (18,614)      (22,258)
                                                           -----------   -----------  -------------  -------------
     Benefit obligation at December 31                     $   94,324    $   94,917   $    402,711   $   429,460
                                                           ===========   ===========  =============  =============
     Change in Plan Assets:

     Fair value of plan assets at January 1                $   90,863    $   77,330   $       -      $      -
        Actual return on plan assets                           (4,588)       (4,216)          -             -
        Employer contributions                                   -            3,973         18,614        22,258
        Benefits paid                                          (8,945)       (9,947)       (18,614)      (22,258)
                                                           -----------   -----------  -------------  -------------
     Fair value of plan assets at December 31              $   77,330    $   67,140   $       -      $      -
                                                           ===========   ===========  =============  =============

     Funded Status of the Plans:

     Accumulated obligations less Plan assets              $  (16,994)   $  (27,777)  $   (402,711)  $  (429,460)
     Unrecognized actuarial (gain) loss                        12,716        25,702        (14,730)        2,097
     Unrecognized prior service cost                             (727)         (654)          -             -
     Additional minimum pension liability                        -          (22,345)          -             -
                                                           -----------   -----------  -------------  -------------
                                                           -----------   -----------  -------------  -------------
     Net liability recognized                              $   (5,005)   $  (25,074)  $   (417,441)  $  (427,363)
                                                           ===========   ===========  =============  =============

                                                   Pension Benefits              Other Postretirement Benefits
                                           ----------------------------------  -----------------------------------
                                             1999         2000       2001        1999        2000         2001
                                           ----------  ----------  ----------  ----------  ----------  -----------

     Net Periodic Benefit Cost:

     Service cost                          $  2,907    $  3,017    $  3,026    $  1,506    $   3,748   $    4,125
     Interest cost                            6,362       6,537       6,623      27,067       27,467       29,196
     Expected return on assets               (8,150)     (8,194)     (7,886)       -            -            -
     Amortization of:
        Prior service cost                      (73)        (73)        (73)       -            -            -
        Actuarial gain                           (3)         (5)         (4)        (93)        (635)      (1,141)
        Settlement charge                       224        -           -           -            -            -
                                           ----------  ----------  ----------  ----------  ----------  -----------
     Benefit cost                          $  1,267    $  1,282    $  1,686    $ 28,480    $  30,580   $   32,180
                                           ==========  ==========  ==========  ==========  ==========  ===========

     Weighted Average Assumptions:

     Discount rate                             7.25%       7.25%       7.25%       7.25%       7.25%        7.25%
     Expected return on plan assets            9.50%       9.50%       9.50%       NA          NA           NA
     Rate of compensation increase             4.00%       4.00%       4.00%       NA          NA           NA

For measurement purposes in 2000 and 2001, a 10% annual rate of increase in the per capita cost of covered health care benefits was assumed, gradually decreasing to 5% in 2010 and remaining level thereafter.

Net periodic benefit cost is determined using the assumptions as of the beginning of the year, and the funded status is determined using the assumptions as of the end of the year.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $94,242, $90,798 and $77,189, respectively, as of December 31, 2000 and $94,917, $92,202 and $67,140, respectively, as of December 31, 2001.

The expense and liability estimates can fluctuate by significant amounts based upon the assumptions used by the actuaries. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

                                                                     1-Percentage-Point  1-Percentage-Point
                                                                         Increase            Decrease
                                                                     -----------------   ------------------

     Effect on total of service and interest cost components         $       4,900       $      (3,800)
     Effect on postretirement benefit obligation                            59,000             (45,000)

(b) Multi-Employer Pension and Benefits Plans (UMWA Pension Plan)--Certain of the Company's subsidiaries are required under their respective contracts with the UMWA to pay amounts based on hours worked to the UMWA Pension Plan and Trust, a multi-employer pension plan covering all employees who are members of the UMWA. The accompanying consolidated statements of operations include $532, $476 and $377 of expense in 1999, 2000 and 2001, respectively, applicable to the plan. The Employee Retirement Income Security Act of 1974 (ERISA), as amended in 1980, imposes certain liabilities on contributors to multi-employer pension plans in the event of a contributor's complete or partial withdrawal from the plan. The withdrawal liability would be calculated based on the contributor's proportionate share of the plan's unfunded vested liabilities.

(c) UMWA Combined Benefit Fund (Coal Act)--The Company provides healthcare benefits to eligible retirees and their dependents. Retirees who were members of the UMWA and who retired on or before December 31, 1975 received these benefits from multi-employer benefit plans. The Company contributed to these funds based on the number of its retirees in one of the funds and based on hours worked by current UMWA members for the other fund. Current and projected operating deficits of these trusts led to the passage of the Coal Industry Retiree Health Benefit Act of 1992 (the Coal Act). The Coal Act established a new multi-employer benefit trust that will provide healthcare and life insurance benefits to all beneficiaries of the earlier trusts who were receiving benefits as of July 20, 1992. The Coal Act provides for the assignment of beneficiaries to their former employers and any unassigned beneficiaries to employers based on a formula. Based upon an independent actuarial valuation, the Company estimates the amount of its obligation (discounted at 7.25%) under the Coal Act to be approximately $51,150 and $50,373 as of December 31, 2000 and 2001, respectively. The unrecognized projected Coal Act obligation/(asset) (difference between recorded accrual and projected obligations) at December 31, 2000 and 2001 was $(8,170) and $6,355, respectively, and are being provided for over the average remaining life of the recipients. The projected Coal Act obligations may vary in a given year based on changes in actuarial assumptions. The Company recorded expenses related to the Coal Act of $3,869, $4,305 and $3,069 for 1999, 2000 and 2001, respectively.

(d) Workers' Compensation and Black Lung--The operations of the Company are subject to the federal and state workers' compensation laws. These laws provide for the payment of benefits to disabled workers and their dependents, including lifetime benefits for black lung. The Company's subsidiary operations are either fully insured or self-insured for their workers' compensation and black lung obligations.

The actuarially determined liability for self-insured workers' compensation and black lung benefits is based on a 7.25% discount rate and various other assumptions including incidence of claims, benefits escalation, terminations and life expectancy. The annual black lung expense consists of actuarially determined amounts for self-insured obligations. The estimated amount of discounted obligations for self-insured workers' compensation and black lung claims plus an estimate for incurred but not reported claims is $114,162 and $120,091 as of December 31, 2000 and 2001, respectively. The unrecognized projected black lung benefit obligations (difference between recorded accrual and projected obligations) at December 31, 2000 and 2001 is approximately $24,374 and $17,401, respectively, and is being provided for over the future service period of current employees. The projected black lung obligations may vary in a given year based on the timing of claims filed and changes in actuarial assumptions. The Company recorded expenses related to self-insured workers' compensation and black lung of $11,428, $22,885 and $19,603 for 1999, 2000 and 2001, respectively.

(e) Post Employment Benefits Other than Pensions--The Company has a long-term disability plan, which provides for up to three years of disability benefits and for up to three years of continuation in the medical plan for non-represented employees. Continuation of medical plan benefits for disabled represented employees is also covered under the plan. Non-represented claimants on disability at January 1, 1999 received three additional years of indemnity and medical benefits. The actuarially determined liability for long-term disability benefits is based on a 7.25% discount rate and various other assumptions including life expectancy. The present value of the long-term disability claimants is $2,832 and $2,192 at December 31, 2000 and 2001, respectively. The Company recorded expenses related to long-term disability benefits of $208, $269 and $205 for 1999, 2000 and 2001, respectively.

(f) 401(k) Plans--The Company and certain subsidiaries sponsor savings and retirement plans for substantially all employees other than employees covered by the contracts with the UMWA. During 1999 and 2000, the Company consolidated and merged its numerous 401(k) plans into two plans. The two remaining plans matched the voluntary contributions of participants up to a maximum contribution based upon a percentage of a participant's salary with an additional matching contribution possible at the Company's discretion. The expenses for 1999, 2000 and 2001 under these plans were $3,515, $3,325 and $3,346, respectively.

(11) Other Income-

Other income consists of the following items:

                                                 1999               2000              2001
                                            ---------------    ---------------   ----------------

     Black Lung Excise Refund Claim          $     -           $      -          $      6,099
     Lynch Trust Distribution                      -                 5,100              2,729
     Interest Income                              1,031                656              2,407
     Contingency Accrual Reversals                 -                  -                 3,118
     Other (net)                                  2,631              3,791              2,595
                                            ---------------    ---------------   ----------------
     Total                                  $     3,662        $     9,547       $     16,948
                                            ===============    ===============   ================

In 2001, the Company filed a claim with the Internal Revenue Service (IRS) to recover past black lung excise taxes paid on exported coal. These claims cover the years 1996 to 2000. The courts have determined that certain excise taxes paid on export sales of coal are unconstitutional. The IRS is expected to begin an audit in 2002 to confirm the validity of the claims. For the period ending December 31, 2001, the Company recognized $6,099 in income relating to these claims and recorded a long-term receivable of $6,099 (included in other long term assets). This amount includes $938 of interest income on the filed claims.

The Lynch Trust income relates to a distribution to Old Ben Coal Company (Old Ben), a subsidiary of the Company. The trust consists of surplus funds previously contributed by various coal companies to a workers' compensation pool. The surplus represents premiums paid in excess of the actuarially determined liability. Old Ben has the right to 50% of all distributions made. The distributions are pursuant to an agreement whereby vested parties may receive distributions based on a five-year payout schedule. Payments are contingent on the trust's return. The Company expects to enter into a new distribution agreement in 2002.

Most of the Company's interest income relates to interest bearing cash deposits. In 1999, 2000 and 2001, the Company earned $963, $544 and $2,021 on its operating cash deposits.

As part of past acquisitions, the Company reserved for potential severance tax and related exposures of approximately $3,100. In 2001, the Company reversed each of these accruals to other income based on current exposure assessments, including in the case of the severance tax exposure, the clearance of state severance tax audits over the past three years.

(12) Commitments and Contingencies-

(a) Coal Sales Contracts and Contingency--As of December 31, 2001, the Company had commitments under 42 sales contracts that extend past 2002 to deliver scheduled base quantities of coal annually to 29 customers. The contracts expire from 2003 through 2009 with the Company contracted to supply a minimum of approximately 156 million tons of coal over the remaining lives of the contracts. The Company also has commitments to purchase certain amounts of coal to meet its sales commitments. These purchase amounts are insignificant to sales commitments. Certain of the contracts have sales price adjustment provisions, subject to certain limitations and adjustments, based on a variety of factors and indices.

(b) Leases--The Company has various operating and capital leases for mining, transportation and other equipment. Lease expense for the years ended December 31, 1999, 2000 and 2001 was approximately $48,300, $47,300 and $53,000 (net of amount capitalized in mine development cost of $1,500, $140 and $212 in 1999, 2000 and 2001, respectively). Property under capital leases included in property, plant and equipment in the accompanying balance sheets at December 31, 2000 and 2001 was approximately $10,104 and $7,203, respectively, less accumulated depreciation of approximately $3,163 and $4,304, respectively. Depreciation of assets under capital leases is included in depreciation expense.

The Company also leases coal reserves under agreements that call for royalties to be paid as the coal is mined. Total royalty expense for the years ended December 31, 1999, 2000 and 2001 was approximately $57,500, $66,300 and $62,400, respectively. Certain agreements require minimum annual royalties to be paid regardless of the amount of coal mined during the year. However, certain agreements may be cancelable at the Company's discretion. The assets of the Bowie mine are held as collateral for one of these agreements.

Approximate non-cancelable future minimum lease and royalty payments are as follows:

                                                               Royalties         Operating      Capital Leases
                                                                                   Leases
                                                             ---------------   ---------------  ---------------

     Year ended December 31,
          2002                                               $       9,523     $     48,870     $      2,153
          2003                                                      11,905           30,935            1,056
          2004                                                      11,376           15,422                7
          2005                                                      10,147           11,567             -
          2006                                                       9,895            8,036             -
     Thereafter                                                     74,082            8,025             -
                                                                                                ---------------
     Total minimum lease payments                                                                      3,216
     Less - amount representing interest                                                                 247
                                                                                                ---------------
     Present value of minimum lease payments (Note 8a)                                                 2,969
     Less - current portion                                                                            1,950
                                                                                                ---------------
                                                                                                $      1,019
                                                                                                ===============

Included in operating leases above are aggregate commitments of $62,396 to a related party for equipment rental and $12,939 to a related party for office space.

(c) Legal Matters--The Company is named as defendant in various actions in the ordinary course of its business. These actions generally involve disputes related to contract performance, property boundaries, mining rights, blasting damages, personal injuries and royalty payments, as well as other civil actions that could result in additional litigation or other adversary proceedings. Certain actions are described as follows:

In connection with the acquisition of the Cyprus subsidiaries, the Company became potentially liable under a suit filed in the Circuit Court of Perry County, Kentucky in 1996 by Joseph D. Weddington and Kentucky Land & Exploration Company (Kentucky Land). Weddington and Kentucky Land each has asserted claims to approximately 1,425 acres of property upon which the Company mines coal and is claiming substantial damages. On August 30, 2001, a third-party, Ezra C. Adair doing business as A.C.E. Development Company and Klondike Mining, Inc., asserted claims to this property. Based on a prior federal appellate court decision related to a similar claim, the Company believes that it should prevail; however, the ultimate outcome remains uncertain.

In April 1998, Sunny Ridge Enterprises, Inc. (Sunny Ridge), which was purchased by a wholly-owned subsidiary of Resources in 1999, was sued in the Circuit Court of Boyd County, Kentucky by Kentucky Electric Steel, Inc. (Kentucky Electric), which alleged that it suffered a shut down at its steel production facility in Boyd County as a result of the accidental smeltering of a device containing radioactive material. Kentucky Electric alleges that the device was contained in a shipment of scrap delivered to it by Raleigh Junk and Cremer Iron & Metal ("Raleigh Junk"), which was also named in the suit. Kentucky Electric further alleges that the device originated from a coal prep plant owned by Sunny Ridge, which was demolished pursuant to a contract between it and Raleigh Junk. Kentucky Electric claims that Sunny Ridge had a duty to ensure that the scrap produced by the demolition of the prep plant was safe for reuse, and that Sunny Ridge breached that duty by allowing a device containing radioactive material to become commingled with the scrap. Based on Kentucky Electric's answers to the Company's interrogatories, Kentucky Electric seeks damages of approximately $8 million, which with accrued interest could result in damages in excess of $10 million. The Company answered the complaint and denied any liability. The Company also filed a cross claim against Raleigh Junk. The Company believes that if the damages alleged by Kentucky Electric were caused by the smelting of a device containing radioactive material, there is evidence that the device containing radioactive material could have come from a source other than the prep plant. The Company intends to defend this claim vigorously, and at this time it is not possible to predict the outcome of the claim.

The Company is involved in three actions relating to claims asserted by and against American Electric Power and its affiliates (together AEP). On September 21, 2001, AEP filed suit against the Company in the U.S. District Court for the Southern District of Ohio. On September 24, 2001, AEP filed suit against the Company in the Court of Common Pleas of Franklin County, Ohio. On September 26, 2001, the Company filed a related action against AEP in Boyd Circuit Court in Boyd County, Kentucky. In each action, AEP alleges similar claims that the Company breached certain coal supply agreements by refusing to ship coal as required under those agreements. The Company believes that any such failures are excused as a result of force majeure, failure of a mutual assumption of the contract, duress, commercial impracticability and, in some cases, fraud in the inducement of the agreements involved. Moreover, the Company has alleged that AEP and its affiliates materially breached the agreements by systemically under-reporting the weights and quality of shipments received from the Company, and by paying substantially less than the amount due under the terms of the various agreements. The actions filed by AEP seek to recover the value to AEP of the agreements at issue, which value is subject to fluctuations in coal prices but could be in excess of tens of millions of dollars. The Company's action seeks a declaration that its obligations were excused on the various grounds discussed above and seeks damages in a comparable amount for the underpayments by AEP of those contracts and based upon tort law theories. This litigation is at the initial stage and no discovery has yet taken place. Therefore, it is impossible to anticipate the eventual outcome of the AEP litigation. For the years 2001 through 2011, the minimum and maximum aggregate amounts of coal to be delivered under the AEP contracts are approximately 5.1 million tons and 7.4 million tons, respectively. The average base price of the coal to be delivered under the AEP contracts is $24.75 per ton in 2001 and $25.40 in 2002. The Company plans to vigorously defend against AEP's claims against it and to vigorously pursue its claims against AEP. The ultimate outcome of this matter is uncertain; however, the Company may experience a material adverse effect in the event of an unfavorable outcome.

One of the Company's customers has claimed, in a letter to the Company, that it has suffered damages in excess of $10,000 resulting from the Company's failure to fulfill its tonnage obligations under the customer's coal supply agreement. No legal proceedings have been instigated by the customer at this time. The Company does not believe it is in default under the coal supply agreement and intends to vigorously defend this claim. At this time, it is not possible to predict the outcome of the claim.

The Company temporarily halted surface mining operations at certain sites in West Virginia after a ruling by U.S. District Judge Charles Haden on October 20, 1999. Haden's ruling restricted placement of valley fills near intermittent and perennial streams via a reinterpretation of the Surface Mining Control and Reclamation Act and the Clean Water Act. The West Virginia Division of Environmental Protection (DEP) began denying new permits as well as forbidding further advance under existing permits affected by Haden's ruling. Haden stayed his ruling on October 29, 2000, and the DEP rescinded its orders on November 1, 1999 pending a decision from the Court of Appeals or congressional override. The Company resumed its operations at these sites, pending a decision from the Court of Appeals. On April 24, 2001, the Fourth Circuit Court of Appeals set aside Judge Haden's injunction on sovereign immunity grounds and remanded the case of the District Court with instructions to dismiss the action without prejudice to the plaintiffs' ability to pursue their claims in state court. On July 13, 2001, the Fourth Circuit denied a petition for rehearing en banc. The plaintiffs filed a petition for certiorari with the U.S. Supreme Court, which was denied.

On August 21, 2001, a Kentucky-based environmental interest group filed suit in U.S. District Court in West Virginia seeking, among other things, an injunction prohibiting the issuance of permits by the U.S. Army Corps of Engineers (Corps) for valley fills affecting "waters of the United States" under Section 404 of the Clean Water Act. The case was assigned to Judge Charles Haden. The Company filed a Motion to Intervene as Defendant in that action on November 21, 2001, in order to defend the Company's interest in the continuation of valley fill permitting by the Corps. The

Company's Motion to Intervene was granted by Judge Haden on December 4, 2001. A Motion and Cross-Motions for Summary Judgment are currently pending before the Court on the first count of Plaintiff's complaint, which would prohibit all Corps permitting for valley fills. The Company has continued its operations pending the outcome of this action. The ultimate outcome of this matter is uncertain; however, the Company may experience a material adverse effect in the event of an unfavorable outcome.

While the final resolution of any matter may have an impact on the Company's financial results for a particular reporting period, management believes that the ultimate disposition of these matters will not have a materially adverse effect upon the financial position or results of operations of the Company. However, the final resolution of a legal contingency may have an adverse effect on the Company's liquidity.

(d) Commissions--The Company has various sales and agency agreements with third parties, whereby the Company pays a $.10 - $.65 per ton commission on various coal sales agreements. The costs are expensed as the coal is delivered, and the Company had approximately $7,375, $4,769 and $4,519 in commission (selling) expense in 1999, 2000 and 2001, respectively.

(e) Environmental Matters--Based upon current knowledge, the Company believes that it is in material compliance with environmental laws and regulations as currently promulgated (also see Note 3f). However, the exact nature of environmental control problems, if any, which the Company may encounter in the future cannot be predicted, primarily because of the increasing number, complexity and changing character of environmental requirements that may be enacted by federal and state authorities.

(f) Performance Bonds--The Company has outstanding performance bonds of approximately $648,781 as of December 31, 2001 to secure reclamation, workers' compensation and other performance commitments (see Note 20).

(g) Employment Agreements--The Company has entered into employment agreements with individuals for various officer positions. These agreements expire through September 2004 and contain termination benefits and other matters.

(h) Collective Bargaining Agreements--Approximately 34% of the Company's coal employees are affiliated with unions. The Company has several collective bargaining agreements with the UMWA. These agreements expire in 2006.

(i) Indemnifications and Other--Pursuant to various stock and asset purchase and sale agreements with counterparties, the Company has granted indemnification for performance guarantees and other matters made by such parties relating to mineral lease obligations, income taxes and employee benefits. The Company believes no significant obligation will result relating to such indemnifications.

Pursuant to the purchase agreement for the Cyprus Subsidiaries, the Company has committed to pay Cyprus up to $25,000 in satisfaction of its royalty obligations in the event the Company receives an equity investment of $75,000 or more.

(j) Contract Mining Agreements--The Company performs contract mining services for various third parties and utilizes contract miners on some of its operations. Terms of the agreements generally allow either party to terminate the agreements on a short-term basis.

(k) Black Lung Legislation--New regulations proposed by the U.S. Department of Labor (DOL) and amending the existing regulations of the Federal Black Lung program in place since 1982 went into effect briefly on January 19, 2001. Implementation of the new regulations were quickly stayed by an agreement with DOL before the Federal District Court for the District of Columbia, pending the Court's response to an application by the coal and insurance industries for a permanent injunction against the use of the new regulations. The Federal District Court issued a decision on August 9, 2001 which granted no relief on any of the multiple requests made to stay specific parts of the regulations. The new regulations thus went into effect and claims are currently being administered under them, pending the outcome of an appeal to the U.S. Court of Appeals for the D.C. Circuit. A decision on the appeal is expected sometime after the oral arguments scheduled for April of 2002.

The new regulations, among other things, establish a presumption in favor of a claimant's treating physician and limit a coal operator's ability to introduce medical evidence regarding the claimant's medical condition. DOL, in testimony and in various pleadings, maintains that the approval rate under the new regulations will not exceed the historic approval rate of claims not assigned to individual coal operations (Trust Fund Claims), which is approximately 13%. The Company and its predecessor companies experienced less than a 3% approval rate during the period 1982 - 2000 under the old regulations. The Company believes that it will experience a lower approval rate under the new regulations than the national average. Although the DOL has not processed a sufficient number of claims to a high enough level of adjudication to measure the actual activity under the new regulations meaningfully, the new regulations could result in the Company incurring significantly increased costs associated with contesting and paying Black Lung claims.

(l) Stock Warrants--In connection with amending its Credit Facility (discussed in Note 8b), on June 15, 2000, the Company issued warrants to lenders enabling them to purchase 10% of its common stock for $.01 per share. The warrants contain anti-dilution provisions, piggyback registration rights and tag-along sale rights and are freely transferable. The warrants contain holder put rights (Put) commencing June 15, 2001 and expiring June 15, 2010. The purchase price for such Put is the fair market value of such warrant, determined by formula or appraisal. The warrants also contain company call rights (Call) commencing three years after any payment, maturity, acceleration, refinancing or restructuring of all the Credit Facility and expiring June 15, 2010. The purchase price for a Call is 110% for that of a Put.

In addition, if within one year after the exercise of a Call, the Company is sold or has a "liquidating transaction", as defined, then the Company shall pay to the warrant holder any additional amount they would have received if the purchase price of the Call had been determined in connection with such liquidating transaction. No value has been assigned to these warrants as it is considered negligible. The Plan (Note 2) will cause the warrants to be relinquished.

(m) Coal Settlement Agreement--Through December 31, 2001, the Company is in arrears in delivering coal under a certain coal supply contract with a customer. Pursuant to a settlement agreement with the customer, the Company will prospectively ship the tons in arrears and is subject to damage payments up to $3,400 in the event of non-shipment.

(13) Stock Option Plan-

During 1998, the Company's Board of Directors adopted a Stock Option Plan (the Option Plan) for Company stock. A total of 75,000 shares of common stock are reserved for issuance upon exercise of options granted under the Option Plan. The Option Plan is administered by the Board of Directors which determines the terms of the options granted including the exercise price, number of shares subject to the option and exercisability.

The Company applies APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related Interpretations in accounting for its plan. The Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation". Accordingly, no compensation cost related to the option instrument has been recognized for the Option Plan.

During 1999, stock options were exercised for 3,100 shares of common stock issued for approximately $220.

On June 13, 2000, the Company issued 35,541 shares of common stock to certain management and employees in consideration of canceling their respective stock options. No value has been assigned to the shares issued as it is considered negligible.

The following summarizes the stock option transactions under the Option Plan for the years ended 1999, 2000 and 2001:

                                                      1999                     2000                      2001
                                            ------------------------- ------------------------  ------------------------
                                                         Weighted                  Weighted                 Weighted
                                                          Average                  Average                   Average
                                             Number      Exercise      Number      Exercise      Number     Exercise
                                            of Shares      Price      of Shares     Price       of Shares     Price
                                            ---------- -------------- ---------- -------------  --------- --------------

       Options outstanding at January 1       67,676   $    159.79      57,976   $   175.40       34,500  $    171.20
          Granted                               -             -           -            -            -            -
          Exercised                            3,100         70.84        -            -            -            -
          Canceled                             6,600         64.40      23,476       181.58         -            -
                                            ---------- -------------- ---------- -------------  --------- --------------
       Options outstanding at December 31     57,976   $    175.40      34,500   $   171.20       34,500  $    171.20

       Options exercisable at December 31     38,367   $    169.50      19,741   $   138.00       19,741  $    138.00

       A summary of stock options outstanding at December 31, 2001 follows:

                                                      Outstanding                               Exercisable
                                   --------------------------------------------------  ------------------------------
                                                       Weighted
                                                        Average         Weighted
                                                       Exercise          Average                        Weighted
                                     Number of         Price Per       Contractual      Number of        Average
       Exercise Price Per Share       Shares            Share            Life            Shares      Exercise Price
       --------------------------  ----------------  --------------  ----------------  -------------  ---------------

       $64.40-$70.84                  26,866            $ 69.44            6.1            16,566         $ 68.57
       $500-$550                       7,634             529.31            6.6             3,175          500.25

As previously discussed, the Company accounts for the Option Plan in accordance with APB No. 25 under which no compensation expense has been recognized for stock option awards. Had compensation cost for the stock option plan been determined on the fair value at the grant date for awards for the years ended December 31, 1999, 2000 and 2001 consistent with the provisions of SFAS No. 123 and recorded by the Company, its net loss would have been increased to the pro forma amounts indicated below:

                                                     1999               2000               2001
                                                ----------------  -----------------  -----------------

                Net loss - as reported          $   (199,419)     $     (196,704)    $      (226,126)
                Net loss - pro forma                (199,976)           (197,261)           (226,683)

During 1999, the Company acquired for cash an employee's stock options for $2,500, of which $1,500 has been recorded in expense in 1999. In January 2002, all shares of common stock, except those already held by Addington Enterprises, Inc. (Enterprises), Robert Addington or Larry Addington, were transferred to Larry Addington. No consideration was given for the shares. Additionally, all outstanding stock options have been canceled with no consideration to the option holders. No accounting entries were recorded as the value for the shares and options was considered negligible.

(14) Other Subsidiary Matters-

(a) Employee Benefits Management, Inc.--Employee Benefits Management, Inc. (EBMI), a subsidiary of the Company, has outstanding 1,000 shares of Class A stock (999 shares owned indirectly by Fairview Land Company (a subsidiary of the Company), one share owned by Enterprises (an affiliate)) and 176 shares of redeemable Class B common stock. The Class B common stock was repurchased from a third-party by the Company for $525 in October 2001.

In January 2002, Fairview Land Company acquired from Enterprises the one outstanding share of Class A common stock it did not already hold, thereby making EBMI a wholly-owned indirect subsidiary.

(b) Employee Claims Administration, LLC--Employee Claims Administration, LLC (ECA), an indirect subsidiary of the Company, has outstanding Class A and Class B membership units, representing 1,000 Class A and 205 Class B membership units. In January 2002, Resources purchased the 50 Class A membership units not already owned by subsidiaries of the Company. The Class A and Class B membership units are owned by several subsidiaries of the Company. As a result of the Class A repurchase, ECA is a wholly-owned subsidiary.

(15) Major Customers-

The Company had coal mining sales to the following major customers that in any period equaled or exceeded 10% of revenues:

                                 1999                              2000                             2001
                     ------------------------------   -------------------------------   ------------------------------
                                    Percentage of                     Percentage of                    Percentage of
                                        Total          Percentage         Total          Percentage        Total
                     Percentage of    Receivable        of Total       Receivable         of Total       Receivable
                     Total Revenues    Balance          Revenues         Balance          Revenues        Balance
                     ------------------------------   -------------- ----------------   ------------------------------

       Customer A        13%               8%                13%            10%                12%            10%
       Customer B        13%               6%                13%             6%                12%             5%
       Customer C        -                -                  10%            10%                13%            11%

(16) Writedowns and Special Items-

During 2000 and 2001, the Company incurred legal, accounting and consulting costs associated with restructuring its major debt obligations (Notes 2 and 8). In addition, in connection with integrating operations, the Company has closed certain of its mines and is considering others for disposal. Accordingly, estimated non-recoverable assets were written off and estimated reclamation and closure costs were recorded. Such mine closure costs, as well as other unusual items, were as follows:

                                                                              1999            2000            2001
                                                                          --------------  -------------   -------------
       Mine Closure:
          Asset impairment charge                                         $      59,912   $        527    $      -
          Reclamation and closure charge                                         10,000           -              -
       Other:
          Charge for reduction to estimated disposal proceeds                    15,000           -              -
          Terminated financing project costs                                      2,744           -              -
          Debt restructuring costs (primarily professional fees)                   -            11,152         13,928
                                                                          --------------  -------------   -------------
                Total                                                     $      87,656   $     11,679    $    13,928

(17) Fair Value of Financial Instruments-

The book values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of their respective fair values because of the immediate short-term maturity of these financial instruments. Given the Company's current liquidity status (see Notes 2 and 8), the fair value of the Company's Senior Notes, Subordinated Notes, Zeigler IRBs and Credit Facility could not be determined or estimated. The book value of the Company's other debt instruments approximates fair value.

(18) Related-Party Transactions and Balances-

The Company has dealt with certain companies or individuals which are related parties either by having stockholders in common or because they are controlled by stockholders/officers of the Company or by relatives of stockholders/officers of the Company. In addition to related-party transactions and balances described elsewhere, the following related-party transactions and balances are summarized and approximated as follows below:

                                                                   1999              2000             2001
                                                              ---------------   ---------------  ---------------

       Revenues, costs and expenses:
          Coal sales                                          $        -        $       -        $      19,960
          Royalty income                                               -                -                  326
          Equipment rental and repair income                           -                -                1,840
          Flight fee income                                             126               12               278
          Administrative and miscellaneous income                      -                  30               393
          Purchased coal                                               -                -                  622
          Trucking expense                                           23,734           24,926            19,452
          Repair, maintenance & other mining costs                   30,798           37,802            57,984
          Equipment rental cost                                      11,902           11,351            18,181
          Administrative and miscellaneous expense                    1,185            1,774             2,197

The Company leases mining equipment, coal reserves and aircraft as well as constructs, repairs and sells equipment as well as coal to related parties. The Company has employed related parties for trucking, consulting, equipment rental and repair and other administrative services. The Company also purchases coal and leases office space from related parties. These related-party transactions are generally carried out pursuant to written agreements, some of which extend beyond one year. The related-party agreements are subject to review and revision pursuant to the Plan.

(19) Disposals-

In the ordinary course of business, the Company disposes of excess assets (equipment, land, mineral reserves, etc.) that are not needed in its business plans. The gain or loss on such disposals has generally and historically been insignificant. In connection with the purchase accounting for the acquisitions described in Note 1b, the mineral reserve balance increased significantly to reflect the allocation of the fair value of net assets acquired. Consistent with industry practice (pre 2000), the Company has not recorded goodwill in its purchase accounting for these acquisitions but included any such excess allocation amount in mineral reserves basis. Accordingly, the Company's basis in its mineral reserves ranges in amounts up to four dollars per ton.

During 1999, the Company entered into mineral reserves disposal transactions which resulted in a loss on disposal of $100,858.

Through March 7, 2002, the Company has not committed to dispose of any assets at amounts less than book values. However, such disposal losses may occur in the future.

(20) Bonding Resolutions-

Frontier Insurance Company (Frontier), the Company's prior principal bonding company, provided over $533,000 of surety bonds to the Company as of the period ended December 31, 2001, approximately $360,000 of which were surety bonds for reclamation obligations and $66,000 of which were for workers compensation obligations. Frontier began experiencing financial problems in 1999, and as a result, its financial rating was delisted by the U.S. Department of Treasury. Frontier instituted rehabilitation proceedings in New York in August 2001. In 2000, in response to Frontier's financial problems, the states in which the Company has mining operations began requiring the Company to obtain costly replacement bonds and to post 100% cash collateral to back those bonds. As a result, the Company was required to provide cash collateral of approximately $8,400 during 2000 and $55,600 during 2001. In March 2002, as part of its pre-packaged bankruptcy process, the Company obtained funding to replace its reclamation and workers compensation bonds previously provided by Frontier.

The $150,000 DIP financing (Note 2) allowed the Company to resolve bonding issues and continue operating without interruption. New bonds were issued in March 2002 from other sureties pursuant to agreements with them which included DIP financing cash and letter of credit support. As these new bonds are accepted, the Company will receive releases of the old Frontier bonds from the states. Some Frontier reclamation bonds securing (a) permits pending transfer to unrelated parties, and permits pending final release from the state will remain outstanding and (b) the remaining Frontier bonds securing workers' compensation obligations of approximately $18,000, which have not been required to be replaced, will remain outstanding. In addition to the Frontier bonds, the Company has approximately $42,000 in letters of credit securing workers' compensation obligations. In addition to the reclamation and workers' compensation bonds issued by Frontier, described above, the Company has approximately $107,000 of other bonds issued by Frontier securing miscellaneous obligations. The Company has not been required to replace these bonds and they remain outstanding. If the Plan is approved, management believes it will have the resources necessary to obtain or replace, as necessary, surety bonds through 2002.

(21) Parent and Subsidiary Guarantees-

The following tables summarize the financial position, operating results and cash flows for AEI Resources Holding, Inc., Resources and its guarantor and non-guarantor subsidiaries regarding the Senior Notes and Subordinated Notes (Note 8c) as of December 31, 2000 and 2001 and for each of the three years in the period ended December 31, 2001. Each of the guarantor subsidiaries (except EBMI and ECA) is a wholly-owned subsidiary of Resources and each has fully and unconditionally guaranteed the Senior Notes and Subordinated Notes on a joint and several basis. Separate financial statements and other disclosures concerning Resources and the guarantor subsidiaries are not presented, because the Company has determined that they are not material to investors. Yankeetown Dock Corporation (60% owned by the Company until sold June 29, 2001) was the only non-guarantor subsidiary.

                                          Non
                                                       Wholly-         Non-Wholly
                           AEI                         Owned           Owned
                           Resources        AEI        Guarantor       Guarantor
                           Holding        Resources    Subsidiaries    Subsidiaries
                           -------------  ------------ -------------  ------------

Operating Results
   (1999):
Revenues                    $      --      $      --      $ 1,329,042    $      --
Costs and expenses                 --          106,707      1,249,768         27,822
                            ----------     -----------    -----------    -----------
Income (loss) from
   operations                      --         (106,707)        79,274        (27,822)
Interest and other
  income (expense)                 --         (220,108)       (68,914)        25,372
                            ----------     -----------    -----------    -----------
Income (loss) before
  income taxes                     --         (326,815)        10,360         (2,450)
Income tax provision
  (benefit)                        --          (76,047)       (16,685)          (858)
                            ----------    -----------    -----------    --------------
    Net income (loss)       $      --      $  (250,768)   $    27,045    $    (1,592)
                            ===========    ===========    ===========    =============
Cash Flows (1999):
Cash flows from
   operating
   activities:
Net income (loss)           $      --      $  (250,768)   $    27,045    $    (1,592)
Total adjustments to
   reconcile net income
   (loss) to net cash
   used in operating
   activities                      --          249,388         20,993          1,595
                              -----------    -----------    -----------    -----------
Net cash provided by
   (used in) operating
   activities                      --           (1,380)        48,038              3
Net cash used in
   investing activities            --          (75,864)       (64,932)          --
Net cash provided by
   financing activities             220         66,672        (20,812)          --
                              ----------    -----------    -----------    -----------

Net increase (decrease)             220        (10,572)       (37,706)             3
   in cash and cash
   equivalents
Cash and cash
   equivalents,
   beginning of  year              --           10,472         27,548           --
                              ----------    -----------    -----------    -----------

Cash and cash
   equivalents, end
   of year                  $       220    $      (100)   $   (10,158)   $         3
                            ===========    ===========    ===========    ===========


December 31, 2000:

Balance Sheet:
Total current assets        $      --      $   236,024    $    56,383    $    14,179
Properties, net                    --           21,491      1,772,067           --
Other assets                   (488,553)       613,712      1,172,975        644,398
                            -----------    -----------    -----------    -----------
    Total assets            $  (488,553)   $   871,227    $ 3,001,425    $   658,577
                            ===========    ===========    ===========    ===========

Total current               $      --      $ 1,260,678    $   626,455    $    26,627
   liabilities,
   including current
   portion of
   long-term debt
   and capital
   leases

Long-term debt and
   capital leases,
   less current portion            --           38,806        (21,408)          --
Other liabilities                  --           60,516        929,390        640,968

         Total
         liabilities                --        1,360,000      1,534,437        667,595

Total shareholders'
equity
   (deficit)                   (488,553)      (488,773)      (488,773)        (9,018)
                             ===========    ===========    ===========    ===========
Total liabilities and
   shareholders'
   equity
   (deficit)                $  (488,553)   $   871,227    $ 3,001,425    $   658,577
                             ===========    ===========    ===========    ===========

Operating Results
(2000):
Revenues                    $      --      $      --      $ 1,337,967    $      --
Costs and expenses                 --           37,944      1,353,315         38,061
                            -----------    -----------    -----------    -----------
Income (loss) from
operations                         --          (37,944)       (15,348)       (38,061)
Interest and other
income  (expense)                  --         (156,197)       (57,781)        26,765
                            -----------    -----------    -----------    -----------
Income (loss) before               --         (194,141)       (73,129)       (11,296)
income taxes
Income tax provision
(benefit)                          --          (34,980)       (14,123)        (3,953)
                            -----------    -----------    -----------    -----------
     Net income (loss)       $     --      $  (159,161)   $   (59,006)   $    (7,343)
                            ===========    ===========    ===========    ===========

Cash Flows (2000):
Cash flows from
   operating
   activities:
Net income (loss)           $      --      $  (159,161)   $   (59,006)   $    (7,343)
Total adjustments to
   reconcile net income
   (loss) to net cash
   used in operating
   activities                      --          169,178         78,867          7,344
                             ===========    ===========    ===========    ===========
Net cash provided by               --           10,017         19,861              1
   (used in) operating
    activities
Net cash used in
   investing
   activities                      --           (1,152)       (41,654)          --
Net cash provided by
   financing activities            --           47,977        (13,920)          --
                            -----------    -----------    -----------    -----------
Net increase (decrease)            --           56,842        (35,713)             1
   in cash and cash
   equivalents

Cash and cash
   equivalents,
   beginning of year                220           (100)       (10,158)             3
                            -----------    -----------    -----------    -----------

Cash and cash
   equivalents,
   end of year              $       220    $    56,742    $   (45,871)   $         4
                            ===========    ===========    ===========    ===========

December 31, 2001:
Balance Sheet:
Total current assets        $      --      $   136,446    $   334,044    $    14,464
Properties, net                    --           15,841      1,571,489           --
Other assets                   (737,024)       655,741      2,084,719        669,749
                             -----------    -----------    -----------    -----------
    Total assets            $  (737,024)   $   808,028    $ 3,990,252    $   684,213
                             ===========    ===========    ===========    ===========

Total current
   liabilities,
    including
   current portion
   of long-term debt and
   capital leases           $      --      $ 1,400,301    $   718,951    $    35,750

Long-term debt and
   capital leases,
   less current
   portion                         --           55,284        517,054           --
Other liabilities                  --           89,687      1,046,822        663,021
                             -----------    -----------    -----------    -----------
         Total
         liabilities               --        1,545,272      2,282,827        698,771
Total shareholders'
equity
   (deficit)                   (737,024)      (737,244)             1        (14,558)
                             -----------    -----------    -----------    -----------
Total liabilities and
   shareholders' equity
   (deficit)                   (737,024)  $    808,028    $ 3,990,252    $   684,213
                             ===========    ===========    ===========    ===========


Operating Results (2001):
Revenues                    $      --      $       996    $ 1,411,252    $      --
Costs and expenses                 --           53,824      1,371,907         42,274
                             -----------    -----------    -----------    -----------

Income (loss) from
operations                         --          (52,828)        39,345        (42,274)
Interest and other
income
(expense)                          --         (165,951)       (65,669)        33,913
                             -----------    -----------    -----------    -----------

Income (loss) before
income taxes                       --         (218,779)       (26,324)        (8,361)

Income tax provision
     (benefit)                     --            1,159          3,177         (2,926)
     Net income (loss)      $      --      $  (219,938)   $   (29,501)   $    (5,435)
                             ===========    ===========    ===========    ===========

Cash Flows (2001):
Cash flows from
   operating
   activities:
Net income (loss)           $      --      $  (219,938)       (29,501)   $    (5,435)
                             -----------    -----------    -----------    -----------
Total adjustments to
   reconcile net income
   (loss) to net cash
   used in operating
   activities                      --          300,466        115,267          5,435
                             -----------    -----------    -----------    -----------

Net cash provided by
    (used in) operating
    activities                     --           80,528         85,766           --


Net cash used in
    investing
    activities                     --          (56,432)       (69,405)          --
Net cash provided by
   financing activities            --          (18,381)       (11,026)          --
                             -----------    -----------    -----------    -----------

Net increase (decrease)             --            5,715          5,335           --
   in cash and cash
   equivalents

Cash and cash
   equivalents,
   beginning of year                220         56,742        (45,871)             4
                             -----------    -----------    -----------    -----------

Cash and cash
   equivalents,
   end of year              $       220    $    62,457    $   (40,536)   $         4
                            ===========    ===========    ===========    ===========

                            Non-
                            Guarantor     Combining
                            Subsidiary    Adjustments       Total
                           -----------    -----------       -------

Operating Results
   (1999):
Revenues                     $     1,780    $      --      $ 1,330,822
Costs and expenses                 1,526           --        1,385,823
                             -----------    -----------    -----------
Income (loss) from
   operations                        254           --          (55,001)
Interest and other
  income (expense)                   (20)        25,742       (237,928)
                             -----------    -----------    -----------
Income (loss) before
  income taxes                       234         25,742       (292,929)
Income tax provision
  (benefit)                           80           --          (93,510)
                            -----------    -----------    -----------
    Net income (loss)        $       154    $    25,742    $  (199,419)
                             ===========    ===========    ===========
Cash Flows (1999):
Cash flows from
   operating
   activities:
Net income (loss)            $       154    $    25,742    $  (199,419)
Total adjustments to
   reconcile net income
   (loss) to net cash
   used in operating
   activities                        639         (1,803)       270,812
                               -----------    -----------    -----------
Net cash provided by
   (used in) operating
   activities                        793         23,939         71,393
Net cash used in
   investing activities             --             --         (140,796)
Net cash provided by
   financing activities             (190)         1,876         47,766
                              -----------    -----------    -----------

Net increase (decrease)              603         25,815        (21,637)
   in cash and cash
   equivalents
Cash and cash
   equivalents,
   beginning of  year              3,123          1,471         42,614
                              -----------    -----------    -----------

Cash and cash
   equivalents, end
   of year                   $     3,726    $    27,286    $    20,977
                             ===========    ===========    ===========


December 31, 2000:

Balance Sheet:
Total current assets         $     3,252    $   (14,175)   $   295,663
Properties, net                       67           --        1,793,625
Other assets                         151     (1,828,797)       113,886
                             -----------    -----------    -----------
    Total assets             $     3,470    $(1,842,972)   $ 2,203,174
                             ===========    ===========    ===========

Total current                $      --      $  (228,393)   $ 1,685,367
   liabilities,
   including current
   portion of
   long-term debt
   and capital
   leases

Long-term debt and
   capital leases,
   less current portion             --             --           17,398
Other liabilities                  2,486       (644,398)       988,962

         Total
         liabilities                2,486       (872,791)     2,691,727

Total shareholders'
equity
   (deficit)                         984       (970,181)      (488,553)
                              ===========    ===========    ===========
Total liabilities and
   shareholders'
   equity
   (deficit)                 $     3,470    $(1,842,972)   $ 2,203,174
                              ===========    ===========    ===========

Operating Results
(2000):
Revenues                     $       673    $      --      $ 1,338,640
Costs and expenses                   813           --        1,430,133
                             -----------    -----------    -----------
Income (loss) from
operations                          (140)          --          (91,493)
Interest and other
income  (expense)                     (2)        28,906       (158,309)
                             -----------    -----------    -----------
Income (loss) before                (142)        28,906       (249,802)
income taxes
Income tax provision
(benefit)                            (42)          --          (53,098)
                             -----------    -----------    -----------
     Net income (loss)       $      (100)   $    28,906    $  (196,704)
                             ===========    ===========    ===========

Cash Flows (2000):
Cash flows from
   operating
   activities:
Net income (loss)            $      (100)   $    28,906    $  (196,704)
Total adjustments to
   reconcile net income
   (loss) to net cash
   used in operating
   activities                        (28)       (16,143)       239,218
                              ===========    ===========    ===========
Net cash provided by                (128)        12,763         42,514
   (used in) operating
    activities
Net cash used in
   investing
   activities                       --             --          (42,806)
Net cash provided by
   financing activities             --               21         34,078
                             -----------    -----------    -----------
Net increase (decrease)             (128)        12,784         33,786
   in cash and cash
   equivalents

Cash and cash
   equivalents,
   beginning of year               3,726         27,286         20,977
                             -----------    -----------    -----------

Cash and cash
   equivalents,
   end of year               $     3,598    $    40,070    $    54,763
                             ===========    ===========    ===========

December 31, 2001:
Balance Sheet:
Total current assets           $    --      $  (173,688)   $   311,266
Properties, net                     --             --        1,587,330
Other assets                        --       (2,511,611)       161,574
                              -----------    -----------    -----------
    Total assets               $    --      $(2,685,299)   $ 2,060,170
                              ===========    ===========    ===========

Total current
   liabilities,
    including
   current portion
   of long-term debt and
   capital leases            $      --      $  (329,710)   $ 1,825,292

Long-term debt and
   capital leases,
   less current
   portion                          --         (567,106)         5,232
Other liabilities                   --         (832,860)       966,670
                              -----------    -----------    -----------
         Total
         liabilities                --       (1,729,676)     2,797,194
Total shareholders'
equity
   (deficit)                        --         (955,623)      (737,024)
                              -----------    -----------    -----------
Total liabilities and
   shareholders' equity
   (deficit)                 $      --      $(2,685,299)   $         2
                              ===========    ===========    ===========


Operating Results (2001):
Revenues                     $       275    $      --      $ 1,412,523
Costs and expenses                   370           --        1,468,375
                              -----------    -----------    -----------

Income (loss) from
operations                           (95)          --          (55,852)
Interest and other
income
(expense)                            (13)        28,822       (168,898)
                              -----------    -----------    -----------

Income (loss) before
income taxes                        (108)        28,822       (224,750)

Income tax provision
     (benefit)                       (34)          --            1,376
     Net income (loss)       $       (74)   $    28,822    $  (226,126)
                              ===========    ===========    ===========

Cash Flows (2001):
Cash flows from
   operating
   activities:
Net income (loss)            $       (74)   $    28,822    $  (226,126)
                              -----------    -----------    -----------
Total adjustments to
   reconcile net income
   (loss) to net cash
   used in operating
   activities                     (3,524)       (28,822)       388,822
                              -----------    -----------    -----------

Net cash provided by
    (used in) operating
    activities                    (3,598)          --          162,696


Net cash used in
    investing
    activities                      --             --         (125,837)
Net cash provided by
   financing activities             --             --          (29,407)
                              -----------    -----------    -----------

Net increase (decrease)            (3,598)          --            7,452
   in cash and cash
   equivalents

Cash and cash
   equivalents,
   beginning of year               3,598         40,070         54,763
                              -----------    -----------    -----------

Cash and cash
   equivalents,
   end of year               $      --      $    40,070    $    62,215
                             ===========    ===========    ===========

                                           AEI Resources Holding, Inc.
                                             (Debtor-in-Possession)
                                           Consolidated Balance Sheets
                                   As of March 31, 2002 and December 31, 2001

                                             (Dollars In Thousands)

                                                                                   March 31,     December 31,
                                                                                      2002
                                                                                  (Unaudited)        2001
                                                                                 ------------- ----------------
ASSETS
Current Assets:
    Cash and cash equivalents..................................................   $     19,927  $      62,215
    Accounts receivable (including amounts due from related parties of $9,895
       and $10,191, respectively, net of allowance for doubtful accounts of            117,101        121,859
       $6,135 and $4,612, respectively)........................................
    Inventories................................................................        117,300         91,044
    Deferred tax asset.........................................................         11,600         13,010
    Prepaid expenses and other.................................................         26,138         23,138
                                                                                  ------------- ----------------
          Total current assets.................................................        292,066        311,266
                                                                                  ------------- ----------------
Property, Plant and Equipment, at cost, including mineral reserves and mine
    development and contract costs.............................................      2,313,189      2,305,633
    Less--accumulated depreciation, depletion and amortization..................       (774,801)      (718,303)
                                                                                  ------------- ----------------
                                                                                     1,538,388      1,587,330
                                                                                  ------------- ----------------
Debt issuance costs, net.......................................................         69,541         68,105
Restricted cash................................................................        132,676         57,120
Other non-current assets, net..................................................         35,323         36,349
                                                                                  ------------- ----------------
          Total assets.........................................................   $  2,067,994  $   2,060,170
                                                                                  ============= ================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities Not Subject to Compromise:
    Current Liabilities:
    Accounts payable (including amounts due to related parties of $12,218 and
       $13,431, respectively)..................................................   $     65,085  $      84,306
    Current portion of long-term debt and capital leases.......................        888,055      1,329,651
    Accrued interest...........................................................        141,745        216,443
    Current portion of reclamation and mine closure costs......................         30,815         32,882
    Current portion of employee benefits.......................................         39,593         39,663
    Income taxes payable ......................................................          1,576          1,154
    Accrued expenses and other.................................................        123,636        121,193
                                                                                  ------------- ----------------
          Total current liabilities............................................      1,290,505      1,825,292
                                                                                  ------------- ----------------
Non-Current Liabilities, less current portion:
    Long-term debt and capital leases..........................................          4,668          5,232
    Employee benefits..........................................................        588,933        585,430
    Reclamation and mine closure costs.........................................        300,189        301,510
    Deferred income taxes......................................................         11,600         13,010
    Other non-current liabilities..............................................         62,569         66,720
                                                                                  ------------- ----------------
          Total non-current liabilities........................................        967,959        971,902
                                                                                  ------------- ----------------
          Total liabilities not subject to compromise..........................      2,258,464      2,797,194
                                                                                  ------------- ----------------
    Liabilities Subject to Compromise..........................................        596,848              -
                                                                                  ------------- ----------------
                                                                                  ------------- ----------------
          Total liabilities....................................................      2,855,312      2,797,194
                                                                                  ------------- ----------------
Commitments and Contingencies (see notes)
Stockholders' Equity (Deficit):
    Common stock ($.01 par value, 150,000 shares authorized and 91,445 shares
       issued and                                                                            1              1
       outstanding, respectively)..............................................
    Additional capital.........................................................            220            220
    Accumulated other comprehensive loss.......................................        (22,345)       (22,345)
    Retained deficit...........................................................       (765,194)      (714,900)
                                                                                  ------------- ----------------
          Total stockholders' deficit..........................................       (787,318)      (737,024)
                                                                                  ------------- ----------------
          Total liabilities and stockholders' deficit..........................   $  2,067,994  $   2,060,170

    The accompanying notes to consolidated financial statements are an integral part of these balance sheets.

                                            AEI RESOURCES HOLDING, INC.
                                              (Debtor-in-Possession)
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                For the Three Months Ended March 31, 2002 and 2001
                                                    (Unaudited)
                                              (Dollars In Thousands)

                                                                                            Three Months Ended March 31,
                                                                                            -----------------------------
                                                                                                2002           2001
                                                                                            -------------- --------------

Revenues  (including amounts from related parties of $3,952 and $32, respectively)........  $    316,496   $    356,045

Costs and expenses:
   Cost of operations (including amounts to related parties of $22,701 and $20,826,
     respectively)........................................................................       247,160        297,813
   Depreciation, depletion and amortization...............................................        68,292         62,131
   Selling, general and administrative (including amounts to related parties of $358 and
     $525, respectively)..................................................................         9,310          9,329
   Writedowns and special items...........................................................         4,129          4,489
                                                                                            -------------- --------------
         Total costs and expenses.........................................................       328,891        373,762
                                                                                            -------------- --------------
         Loss from operations.............................................................       (12,395)       (17,717)

Interest and other income (expense):
   Interest expense (contractual interest of ($46,810) for the March 31, 2002 period).....       (38,658)       (49,654)
   Gain on sale of assets.................................................................             9          6,006
   Other, net.............................................................................         4,488            833
                                                                                            -------------- --------------
                                                                                                 (34,161)       (42,815)
                                                                                            -------------- --------------
         Loss before reorganization items and income taxes ...............................       (46,556)       (60,532)
Professional fees related to reorganization...............................................         2,084              -
                                                                                            -------------- --------------
         Loss before income taxes.........................................................       (48,640)       (60,532)
Income tax provision (benefit)............................................................         1,654           (141)
                                                                                            -------------- --------------

         Net loss.........................................................................  $    (50,294)  $    (60,391)
                                                                                            ============== ==============

      The accompanying notes to consolidated financial statements are an integral part of these statements.

                                            AEI RESOURCES HOLDING, INC.
                                              (Debtor-in-Possession)
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                For the Three Months Ended March 31, 2002 and 2001
                                                    (Unaudited)
                                              (Dollars In Thousands)


                                                                                                   Three Months
                                                                                                 Ended March 31,
                                                                                          -------------------------------
                                                                                              2002            2001
                                                                                          -------------- ----------------

Cash Flows From Operating Activities:
   Net loss ............................................................................  $    (50,294)  $   (60,391)
   Adjustments to reconcile net loss to net cash provided by operating activities:
     Depreciation, depletion and amortization...........................................        68,292        62,131
     Amortization of finance costs included in interest expense.........................         3,949         3,661
     Provision for doubtful accounts....................................................         1,523             -
     Provision for write downs and special items........................................           322             -
     Gain on sale of assets.............................................................            (9)       (6,006)
     Changes in assets and liabilities:
       (Increase) decrease in:
         Receivables....................................................................         3,103       (16,444)
         Inventories....................................................................       (26,256)        2,976
         Prepaid expenses and other.....................................................        (3,019)         (281)
         Other non-current assets.......................................................         3,634           173
       Increase (decrease) in:
         Accounts payable...............................................................       (14,719)      (15,270)
         Accrued expenses and other and other non-current liabilities...................        26,100        40,530
                                                                                          -------------- ----------------
           Total adjustments............................................................        62,920        71,470
                                                                                          -------------- ----------------
           Net cash provided by operating activities....................................        12,626        11,079
                                                                                          -------------- ----------------
Cash Flows From Investing Activities:
   Net proceeds from sale of assets.....................................................           199         7,328
   Additions to property, plant and equipment and mine development and contract costs...       (23,925)      (11,523)
   Increase in restricted investments...................................................       (79,444)      (11,403)
                                                                                          -------------- ----------------
           Net cash used in investing activities........................................      (103,170)      (15,598)
                                                                                          -------------- ----------------
Cash Flows From Financing Activities:
   Repayments on long-term debt.........................................................        (6,834)      (20,638)
   Borrowings on long-term debt.........................................................         6,000             -
   Borrowings under debtor-in-possession (DIP) Facility (post petition).................        55,000             -
   Repayments on capital leases.........................................................          (525)         (575)
   Payments for financing costs related to DIP Facility.................................        (5,385)            -
                                                                                          -------------- ----------------
           Net cash provided by (used in) financing activities..........................        48,256       (21,213)
                                                                                          -------------- ----------------
           Net decrease in cash and cash equivalents....................................       (42,288)      (25,732)
                                                                                          -------------- ----------------
Cash and Cash Equivalents, beginning of period..........................................        62,215        54,763
                                                                                          -------------- ----------------
Cash and Cash Equivalents, end of period................................................  $     19,927   $    29,031
                                                                                          ============== ================

    The accompanying notes to consolidated financial statements are an integral part of these balance sheets.

AEI RESOURCES HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(Unaudited - Dollars in thousands)

1. BASIS OF PRESENTATION

The accompanying interim unaudited financial statements of AEI Resources Holding, Inc. (the "Company" or "ARHI") includes all adjustments, which are, in the opinion of management, necessary for a fair presentation. Results for any interim period are not necessarily indicative of the results that may be achieved in future periods. The financial information as of this interim date should be read in conjunction with the Company's annual audited financial statements and notes thereto as of December 31, 2001. The Company's auditors issued a going concern opinion in association with these annual statements.

Since filing for protection under the Bankruptcy Code on February 28, 2002 (Note 2), the Company has operated its businesses as a debtor-in-possession subject to the jurisdiction of the Bankruptcy Court. Accordingly, the unaudited interim financial statements of the Company have been prepared in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" (SOP 90-7) and generally accepted accounting principles applicable to a going concern, which assume that assets will be realized and liabilities will be discharged in the normal course of business.

The Company operates one segment: the production of steam and metallurgical coal from surface and deep mines in Kentucky, West Virginia, Indiana, Illinois and Colorado. Significant intercompany transactions and balances have been eliminated in consolidation. Minority interests have not been recorded due to insignificance or deficit equity.

Certain reclassifications of prior year amounts were made to conform with the current year presentation with no effect on previously reported net income (loss) or stockholder's equity (deficit).

2. LIQUIDITY AND BANKRUPTCY PROCEEDINGS

a.  Bankruptcy Commencement and Emergence

The Company has suffered losses and has a negative equity and working capital position at March 31, 2002. The Company has also been unable to meet its debt service obligations during the fourth quarter of 2001 and continuing through the bankruptcy period. In addition, the Company was directed by certain states to replace its Frontier Insurance Company (Frontier) surety bonds or risk a cessation of operations. The Company has replaced the Frontier bonds that governmental authorities have demanded be replaced (Note 8). Management's plans to remedy the Company's debt defaults are included in a plan of reorganization.

Beginning on January 28, 2002, prior to the commencement of the Company's Chapter 11 cases, the Company solicited votes for the acceptance or rejection of the Joint Plan of Reorganization (Prepackaged Plan) from the holders of their 10.5% Senior Notes due 2005; the holders of their 6.95% Industrial Revenue Refunding Bonds, Series 1997, due 2028; the holders of their 6.90% Port Facility Revenue Refunding Bonds, Series 1997, due 2022; the holders of their 11.5% Senior Subordinated Notes due 2006 and the holders of claims under the Company's Secured Bank Credit Agreement. Of those voting, the holders of such claims voted unanimously in favor of the Prepackaged Plan.

On February 28, 2002, the Company, together with certain of its direct and indirect debtor subsidiaries, commenced in the United States Bankruptcy Court for the Eastern District of Kentucky (Bankruptcy Court) voluntary cases under Chapter 11 of Title 11 of the Bankruptcy Code and filed concurrently therewith the Prepackaged Plan and a Solicitation and Disclosure Statement dated January 28, 2002 (Disclosure Statement) relating to the Prepackaged Plan.

A hearing to consider confirmation of the Prepackaged Plan, including approval of the Disclosure Statement and the solicitation procedures used in connection therewith, and any objections to the Prepackaged Plan occurred on April 12, 2002. The order confirming the Prepackaged Plan was entered on April 17, 2002 and the Company emerged from bankruptcy on May 9, 2002 under the name Horizon Natural Resources Company.

b.   Liabilities Subject to Compromise

Under Chapter 11, certain claims against the Company in existence prior to the filing of the petitions for relief under federal bankruptcy laws are stayed while the Company continues business operations as debtor-in-possession. These claims are reflected in the March 31, 2002, balance sheet as "liabilities subject to compromise." These claims consist of the following debt instruments:

                                                                                   Accrued
                                                                  Debt             Interest            Total
                                                             ---------------    ---------------    --------------
           10.5% Senior Notes (Note 5b)                      $   200,000        $     48,177       $    248,177
           11.5% Senior Subordinated Notes (Note 5b)             150,000              38,078            188,078
           Zeigler Industrial Revenue Bonds (Note 5d)            145,800              14,793            160,593
                                                             --- -----------    -- ------------    -- -----------
           Liabilities Subject to Compromise                 $   495,800        $    101,048       $    596,848
                                                             === ===========    == ============    == ===========

Contractual interest on the above debt instruments amounted to $16,782 through March 31, 2002, which is $5,651 in excess of reported interest expense; therefore, the Company has discontinued accruing interest on these obligations. Additionally, through March 31, 2002 the Company has not recorded $2,501 of contractual interest related to the default status of the Credit Facility (Note 5b).

Claims secured against the debtor's assets (secured claims) also are stayed, although the holders of such claims have the right to move the court for relief from the stay. Secured claims are secured primarily by liens on the debtor's property, plant and equipment. During the pendancy of the Company's bankruptcy proceedings, virtually all actions against it are stayed pursuant to section 362 of the Bankruptcy Code. As a result of the Company's emergence from bankruptcy, the automatic stay no longer applies.

c.  DIP and Exit Facilities

The Company received approval from the Bankruptcy Court to pay or otherwise honor its prepetition obligations, including employee wages and benefits. The Bankruptcy Court also approved the Company's $150,000 debtor-in-possession financing (DIP, Note 5e). The DIP allows the Company to resolve bonding issues and should provide reassurance to employees, suppliers and customers that the Company can continue to operate and meet its commitments without interruption.

The Company received a commitment from Bankers Trust for a secured credit facility (Exit Facility), that was entered into on the date the Prepackaged Plan became effective (Effective Date). The Exit Facility will consist of a $250,000 revolving credit facility, under which revolving loans may be made and letters of credit may be issued up to a sublimit of $200,000 for such letters of credit. The Exit Facility will mature five years after the Effective Date. The Company has used the funds borrowed under the Exit Facility to repay all amounts outstanding under the DIP Facility, to fund certain cash needs on the Effective Date and for working capital needs after emergence. The Exit Facility contains various financial covenants which, among other things, limit additional indebtedness, dividend and other restricted payments, affiliate transactions, mergers and capital expenditures and require the Company to meet certain financial ratios including, but not limited to, interest coverage and maximum leverage ratio, all as defined in the Exit Facility.

d.  Debt Defaults and Plan Restructured Debt

As of March 31, 2002, the Company was in default on its Credit Facility (Note 5b), Senior Notes (Note 5c), Senior Subordinated Notes (Note 5c), Zeigler IRBs (Note 5d) and Kentucky Bank and Trust Loan (Note 5f). Accordingly, this debt has been reflected as a current liability in the accompanying interim financial statements. Since September 30, 2000, the Company has not made any scheduled principal or interest payments on the Credit Facility, Zeigler IRBs, Senior Notes and the Subordinated Notes and, as a result, violated various provisions and covenants under these debt instruments, including financial covenants. As of February 28, 2002, the Company had missed scheduled principal and interest payments of $77,500 and $210,723 (excluding penalty interest of $16,907), respectively. Pursuant to the Prepackaged Plan, the Senior Notes, Senior Subordinated Notes and Zeigler IRBs (New Equity) were cancelled, and the holders of such notes and bonds issued equity in the reorganized company. According to the Prepackaged Plan, current equity was cancelled and no distributions were made in respect thereof. Pursuant to the Prepackaged

Plan, each lender under the Credit Facility (which had outstanding principal plus fees and accrued interest of $985,777 at February 28, 2002) as of the Effective Date will be converted into (A) such lender's pro rata portion of: (i) the New Senior Secured Term Notes evidencing a senior secured term loan in an aggregate principal amount equal to $475,000, minus Available Cash (as defined in the Disclosure Statement) as of the Effective Date; (ii) $450,000 in aggregate principal amount of New Senior Notes (iii) cash in the amount equal to the Bank Claims Cash Distribution Amount (as defined in the Disclosure Statement), and (B) the releases described in Section 11.7 of the Prepackaged Plan. The $450,000 New Senior Notes mature in 2009 with a stated interest rate of 11.75%. The New Senior Secured Term Notes mature pursuant to an amortization schedule that requires quarterly installment payments of $5,000 with the sixth anniversary date requiring payment of the outstanding balance. Interest is calculated at LIBOR plus the Applicable Margin, as defined in Exhibit 3 of the Prepackaged Plan. The New Senior Secured Term Notes and New Senior Notes contain various financial covenants which are similar to those in the Exit Facility.

e.  SOP 90-7

Pursuant to SOP 90-7, the Company plans on adopting fresh-start reporting upon emergence from bankruptcy. Entities that adopt fresh-start reporting apply the following principles:

• The reorganization value of the entity should be allocated to the entity's assets in conformity with the procedures specified by SFAS No. 141, "Business Combinations." The reorganization value should be amortized in conformity with SFAS No. 142, "Goodwill and Other Intangible Assets".

• Each liability existing at the plan confirmation date, other than deferred taxes, should be stated at present values of amounts to be paid determined at appropriate current interest rates.

• Deferred taxes should be reported in conformity with generally accepted accounting principles. Benefits realized from preconfirmation net operating loss carryforwards should first reduce reorganization value in excess of amounts allocable to identifiable assets and other intangibles until exhausted and thereafter be reported as a direct addition to paid-in capital.

• Changes in accounting principles that will be required in the financial statements of the emerging entity within the 12 months following the adoption of fresh-start reporting should be adopted at the time fresh-start reporting is adopted.

In connection with the implementation of fresh-start accounting, the Company expects to record an extraordinary gain of approximately $112,000 from the restructuring of its debt in accordance with the provisions of the Prepackaged Plan. Other significant adjustments are expected as well to reflect the provisions of the Prepackaged Plan and the fair values of the assets and liabilities of the reorganized company as of May 1, 2002. For accounting purposes, these transactions will be reflected in the operating results prior to emergence.

The expected extraordinary gain on the debt restructuring is calculated as follows:

                    Liabilities Subject to Compromise            $  596,848
                    Less unamortized financing costs                (35,057)
                    Less assumed exchanged equity value             (450,000)
                                                                 ------------
                     Extraordinary gain on restructuring         $  111,791

f.  Ongoing Financial Viability

The Company's on-going financial viability is dependent on its ability to improve operations and cash flows. The Company's operating plan includes measures it believes will improve operating profits and cash flows. These measures include, but are not limited to the following: (1) enhancing mine productivity by replacing old, inefficient production equipment, (2) consolidating operations to reduce mine level overhead costs, (3) focusing on high margin properties to achieve the best possible sales and production balance both in terms of coal quality and transportation factors, (4) acquiring strategic, low cost reserves to replace existing operations, (5) utilizing the restructured balance sheet and improved liquidity to establish new relationships with first tier vendors and improve access to new vendors, including improved pricing and payment terms. There can be no assurances that operating profits and cash flows will be realized in an amount sufficient to fund obligations or other liquidity needs.

3. INVENTORIES

As of March 31, 2002 and December 31, 2001, inventories consisted of the following:

                                                      2002               2001
                                              ---------------   ---------------

 Coal.................................        $     53,445      $    27,438
 Deferred overburden..................              39,019           39,019
 Parts and supplies...................              24,836           24,587
                                                ---------------   -------------
                                              $    117,300      $    91,044
                                                ===============   =============

4. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

For purposes of the statements of cash flows, the Company considers investments having maturities of three months or less at the time of the purchase to be cash equivalents.

Supplemental disclosure:

                                                       Three Months Ended
                                                           March 31,
                                                     -------------------------
                                                           2002         2001
                                                    ------------ ------------

    Cash paid for interest............................   $    4,987   $      887
    Income taxes paid.................................        1,241           81

The March 31, 2002 and 2001 Statement of Cash Flows is exclusive of non-cash property additions of $94 and $749, respectively, included in accounts payable.

In conjunction with the bankruptcy, the Company paid professional fees of $350 in March 2002.

5. DEBT

a.  Long-term Debt and Capital Leases

Long-term debt and capital leases as of March 31, 2002 and December 31, 2001 consisted of the following:

                                                                                  March 31,       December 31, 2001
                                                                                    2002
                                                                               ----------------   ------------------
              Credit Facility (Note 5b):
                   Term Loan A - Original                                      $        223,021   $        223,021
                   Term Loan A - Amended                                                 74,340             74,340
                   Term Loan B                                                          329,576            329,576
                   Revolving Credit Facility                                            188,163            182,163
              10.5% Senior Notes (Notes 2 and 5c)                                             -            200,000
              11.5% Senior Subordinated Notes (Notes 2 and 5c)                                -            150,000
              Zeigler Industrial Revenue Bonds (Notes 2 and 5d)                               -            145,800
              Bankers Trust DIP Facility (Note 5e)                                       55,000                  -
              Notes payable to sellers of Cyprus Subsidiaries ($- and
                $3,462), Mid-Vol ($6,000 and $6,000) and Ikerd-
                Bandy ($1,932 and $2,159)                                                 7,932             11,621
              Kentucky Bank & Trust Loan (Note 5f)                                        8,132              8,132
              Capital leases                                                              2,441              2,969
              Other                                                                       4,118              7,261
                                                                               ----------------   ------------------
                       Total                                                            892,723          1,334,883
                       Less - current portion                                           888,055          1,329,651
                                                                               ----------------   ------------------
                       Long-term debt                                          $          4,668   $          5,232
                                                                               ================   ==================

b.  Credit Facility

The Credit Facility consists of Term Loan A Facilities (Original Tranche A maturing in 2003 and Amended Tranche A maturing in 2004), a Term Loan B Facility (maturing in 2004) (the term loan facilities) and a $188,163 senior secured revolving credit facility (Revolver), maturing in 2003. Interest is calculated on the ABR (alternative base rate) plus the Applicable Margin, as defined in the Credit Facility. The Applicable Margin is determined pursuant to a formula based on the Company's financial performance. The ABR is the higher of the Federal Funds Rate plus 0.5% and the Prime Rate. As of March 31, 2002, the interest rates and average interest rates for the period were as follows: Original Tranche Term Loan A (7.00% and 8.31%), Amended Tranche Term Loan A (8.00% and 9.31%), Term Loan B (7.50% and 8.81%) and Revolver (7.50% and 8.81%). The Credit Facility is collateralized primarily by capital stock of most of the Company's subsidiaries, along with all accounts receivable; inventory; property, plant and equipment; intangibles; contract rights and other personal and real property of the Company and most of its subsidiaries. The Company and most of its subsidiaries have guaranteed the Credit Facility.

Effective June 15, 2000, the Company amended and restated its Credit Facility to modify the payment terms and covenant requirements. The changes included, among others, deferred principal payments, increased interest rates and amended financial covenant ratios. Term Loan A under the Credit Facility was separated into an Original Tranche and Amended Tranche each with new repayment terms. The Amended Tranche aggregates $75,000 in principal with final maturity on December 14, 2004. The Original Tranche aggregates $225,000 in principal with final maturity on December 31, 2003. The Company incurred an exit fee equal to 2% of Credit Facility borrowings at June 15, 2000 ($15,793) payable to the lenders on the earlier of (i) the maturity date of each respective Tranche or (ii) the date such Tranche is accelerated, refinanced, restructured or replaced. The exit fee has been recorded as an increase in debt issuance costs and accrued expenses and other. Mandatory prepayments are required based on the following: (i) casualty event, as defined and based on specified calculations and limitations, (ii) disposition events, as defined and based on specified calculations and limitations (iii) debt issuances – all net available proceeds from any debt issuance, (iv) excess cash flow, as defined and calculated and (v) equity issuances, as defined and based on specified calculations and limitations. The Company has the option to prepay the Amended Tranche at 102% in 2002 and 101% in 2003. The Credit Facility contains various financial covenants which, among other things, limits additional indebtedness, dividend and other restricted payments, affiliate transactions, mergers and capital expenditures and requires the Company to meet certain financial ratios including, but not limited to, interest coverage and maximum leverage ratio, all as defined in the Credit Facility. In addition, the Credit Facility is required to be prepaid with 50% of annual Excess Cash Flow as defined in the Credit Facility, 100% of proceeds from the incurrence of additional debt, 100% of proceeds from asset sales or dispositions above certain defined thresholds or 50% of the net proceeds from the issuance of equity securities. As of March 31, 2002, the Company is in violation of various financial and other covenants including the non-payment of principal and interest payments due giving rise to an Event of Default. Prior to the default period, the Company had the option of choosing the LIBOR or ABR method to calculate interest. As such the entire Credit Facility is classified as a current liability in the accompanying interim balance sheets.

As of March 31, 2002, the Company has $188,163 in outstanding borrowings under the Revolver. In addition, the Company has letters of credit in the amount of $14,431 issued under the Revolver.

See Note 2 for changes related to the Credit Facility under the Prepackaged Plan.

c.  10.5% Senior Notes and 11.5% Senior Subordinated Notes

On December 14, 1998, AEI Resources, Inc. (Resources) and AEI Holding Company, Inc. (a subsidiary) co-issued $200,000 of 10.5% Senior Notes due 2005 (Senior Notes).

Also on December 14, 1998, Resources issued $150,000 of 11.5% Senior Subordinated Notes due 2006 (Subordinated Notes).

Upon a change in control (as defined in the documents governing the Senior Notes and the Subordinated Notes), the Company will be required to make an offer to purchase all outstanding Senior Notes and Subordinated Notes at 101% of the principal amount. The Senior Notes and Subordinated Notes are jointly and severally guaranteed on a senior unsecured basis by ARHI and each of the Company's current and future domestic majority-owned subsidiaries. In addition to containing various restrictive financial covenants, the Senior Notes and Subordinated Notes restrict, among other things, additional indebtedness, issuance of preferred stock, dividend payments, mergers, sale of subsidiaries and assets and affiliate transactions. In addition, the Senior Notes and Subordinated Notes contain default provisions whereby the failure to pay principal or interest on certain indebtedness of the Company or a default which results in the acceleration of certain indebtedness prior to its express maturity causes an event of default. As of March 31, 2002, the Company had not paid interest when due thereby giving rise to an Event of Default. As such the entire balance of the Senior and Subordinated Notes are classified as a current liability in the accompanying interim balance sheets.

The Company filed an initial registration statement for the Senior Notes with the Securities and Exchange Commission on February 12, 2000 and filed an amendment to the initial registration statement on April 29, 2000. Subsequently, the Company had planned to file a registration statement for the Subordinated Notes; however, the Company withdrew the Senior Notes' registration statement on May 31, 2001. Because the registration statements were not filed or declared effective within the time periods allotted in the documents governing the Senior Notes and the Senior Subordinated Notes, the Company has been required to pay liquidated damages to the holders of the Senior Notes and Subordinated Notes. For the Senior Notes, the Company is accruing the maximum liquidated damages of 50¢ per one thousand dollars principal amount (aggregating to $100 per week) per week until the registration statement is declared effective. For the Subordinated Notes, the Company is also accruing the maximum liquidated damages of 50¢ per one thousand dollars principal amount (aggregating to $75 per week) per week until the registration statement is declared effective. For the three months ended March 31, 2002 and 2001, the Company incurred liquidated damages pursuant to the Senior Note and Subordinated Note indentures of $1,741 and $2,243, respectively. If the registration statements do not become effective during 2002, the Company will incur liquidated damages aggregating $6,875 from April 1, 2002 through December 31, 2002.

See Note 2 for changes related to the Senior Notes and Subordinated Notes under the Prepackaged Plan.

d.  Industrial Revenue Bonds

In connection with the 1998 acquisition of Zeigler Coal Holding Company (Zeigler), the Company assumed floating rate industrial revenue bonds (IRBs) issued by the Peninsula Ports Authority of Virginia ($115,000) and Charleston County, South Carolina ($30,800) (collectively, the Zeigler IRBs). On April 1, 1999, the Company refinanced the Zeigler IRBs. The interest on the Peninsula Ports Authority of Virginia bonds is currently fixed at 6.90%, and the interest on the Charleston County, South Carolina bonds is currently fixed at 6.95%. Interest is payable semi-annually on both bonds. The principal amount owed to the Peninsula Ports Authority of Virginia is due in two equal lump-sum payments on April 30, 2022 and May 2, 2022, and the principal amount owed to Charleston County, South Carolina is due in one lump-sum payment on August 10, 2028.

The Zeigler IRBs contain redemption features which allow the issuers, at the direction of the Company, the option to redeem the Zeigler IRBs on or after April 1, 2009 at redemption prices ranging from 102% in 2009 to 100% in 2013. In addition, unless the bonds are Investment Grade rated, as defined, as of April 1, 2009, the Zeigler IRBs will be subject to mandatory sinking fund requirements of $9,200 per year through 2022 and $1,500 per year thereafter through 2028.

Upon a change in control, as defined in the documents governing the Zeigler IRBs, the Company, at the direction of the then current Zeigler IRB bondholders, will be required to make an offer to purchase all outstanding bonds at 103%. The Zeigler IRBs are unsecured but are guaranteed by substantially the same entities that guarantee the Senior Notes and Subordinated Notes described in Note 5c above. The documents also contain default provisions whereby the failure to pay principal or interest on certain indebtedness of the Company or a default which results in the acceleration of any indebtedness prior to its express maturity causes an event of default. An event of default also occurs when the Company is in default under certain of its indebtedness. As of March 31, 2002, an Event of Default had occurred under the terms of the Zeigler IRBs as the Company had not paid principal or interest due nor had it made the required funding under the debt service reserve fund (discussed below). As such, the Industrial Revenue Bonds are classified as a current liability in the accompanying interim balance sheets. Beginning with the four quarters ended June 30, 2000, the Company's guarantee under the Zeigler IRBs requires the establishment of a debt service reserve fund in an amount equal to one year's interest (approximately $10,076) in the event the Company's fixed charge ratio, as defined, is less than 2 to 1. Amounts in the debt service reserve fund may thereafter be returned to the Company if the ratio is later achieved for a period of six consecutive quarters. The Company's fixed charge ratio, as defined for the four quarters ended March 31, 2002, was below the 2 to 1 requirement. The Company has accrued, but not paid, the required debt service reserve fund amount due.

See Note 2 for changes related to the Zeigler IRBs under the Prepackaged Plan.

e.  DIP Facility

The Company has a secured, super-priority credit facility from Bankers Trust Company (Bankers Trust) with Deutsche Bank Alex. Brown (DBAB), as arranger, for debtor-in-possession financing for an aggregate of up to $150,000. Amounts outstanding under the DIP Facility bear interest at the Company's choice at either a market base rate plus 2% per annum or at a market reserved adjusted Euro-dollar rate plus 3% per annum. Fees for letters of credit issued under the DIP Facility shall be 3.25% of the amount available for drawing under such letters of credit. As of March 31, 2002, the interest rates and average interest rates for the period were 4.94% and 6.57%. Additionally, the DIP Facility provides for payment of various fees, including (i) a "commitment fee" equal to ..5% per annum of the daily average unused portion of the DIP Facility (with an increase in such fee to .75% or 1.00% in the event that utilization of the DIP Facility falls below certain levels): (ii) a "financing fee" of 2% of the DIP Facility which is earned upon execution of the commitment letter and payable in part upon the approval of the DIP Facility by the bankruptcy court and in remaining part upon the closing of the DIP Facility; (iii) a monthly administrative expense of $12,500. The commitment letter also permits Bankers Trust to alter the interest rate on amounts outstanding under the DIP Facility (subject to limitations) in aid of syndication of the DIP Facility. This loan carries covenants similar to those of the Credit Facility described in Note 5b above. In addition, the agreement contains default provisions whereby the failure to pay principal or interest on certain indebtedness of the Company or a default which permits the acceleration of certain indebtedness prior to its express maturity or an increase in the interest rate on certain indebtedness causes an event of default under the DIP Facility. The DIP Facility is collateralized primarily by capital stock of most of the Company's subsidiaries, along with all accounts receivable; inventory; property, plant and equipment; intangibles; contract rights and other personal and real property of the Company and most of its subsidiaries. The Company and most of its subsidiaries have guaranteed the DIP Facility.

See Note 2 for additional discussion of the DIP Facility.

f.  Kentucky Bank and Trust Loan

The Company has an unsecured note payable to Kentucky Bank and Trust (KB&T Note) in the amount of $8,132. The note bears interest equal to the daily floating prime rate as published in The Wall Street Journal (4.75% at March 31, 2002) with a maturity date of September 3, 2007. This note carries covenants similar to those of the Credit Facility described in Note 5b above. In addition, the agreement contains default provisions whereby the failure to pay principal or interest on certain indebtedness of the Company or a default which permits the acceleration of certain indebtedness prior to its express maturity or an increase in the interest rate on certain indebtedness causes an event of default under the KB&T Note. Because events of default have occurred, the entire balance is classified as a current liability in the accompanying March 31, 2001 and 2002 interim balance sheets. The KB&T Note is guaranteed by substantially the same entities that guarantee the Credit Facility and by Larry Addington (the majority owner of the Company) and an affiliate has pledged assets as additional security for the note. The Company is prohibited from making principal payments on the KB&T note prior to the earlier of June 30, 2005 or 91 business days after the satisfaction in full of all obligations under the Credit Facility.

6. COMMITMENTS AND CONTINGENCIES

a.  Legal and Regulatory Matters

The Company is named as defendant in various actions in the ordinary course of its business. These actions generally involve disputes related to contract performance, property boundaries, mining rights, blasting damages, personal injuries and royalty payments, as well as other civil actions that could result in additional litigation or other adversary proceedings.

In connection with the acquisition of the Cyprus subsidiaries, the Company became potentially liable under a suit filed in the Circuit Court of Perry County, Kentucky in 1996 by Joseph D. Weddington and Kentucky Land & Exploration Company (Kentucky Land). Weddington and Kentucky Land each has asserted claims to approximately 1,425 acres of property upon which the Company mines coal and is claiming substantial damages. On August 30, 2001, a third-party, Ezra C. Adair doing business as A.C.E. Development Company and Klondike Mining, Inc., asserted claims to this property. Based on a prior federal appellate court decision related to a similar claim, the Company believes that it should prevail; however, the ultimate outcome remains uncertain.

In April 1998, Sunny Ridge Enterprises, Inc. (Sunny Ridge), which was purchased by a wholly-owned subsidiary of Resources in 1999, was sued in the Circuit Court of Boyd County, Kentucky by Kentucky Electric Steel, Inc. (Kentucky Electric), which alleged that it suffered a shut down at its steel production facility in Boyd County as a result of the accidental smeltering of a device containing radioactive material. Kentucky Electric alleges that the device was contained in a shipment of scrap delivered to it by Raleigh Junk and Cremer Iron & Metal (Raleigh Junk), which was also named in the suit. Kentucky Electric further alleges that the device originated from a coal prep plant owned by Sunny Ridge, which was demolished pursuant to a contract between it and Raleigh Junk. Kentucky Electric claims that Sunny Ridge had a duty to ensure that the scrap produced by the demolition of the prep plant was safe for reuse, and that Sunny Ridge breached that duty by allowing a device containing radioactive material to become commingled with the scrap. Based on Kentucky Electric's answers to the Company's interrogatories, Kentucky Electric seeks damages of approximately $8,000, which with accrued interest could result in damages in excess of $10,000. The Company answered the complaint and denied any liability. The Company also filed a cross claim against Raleigh Junk. The Company believes that if the damages alleged by Kentucky Electric were caused by the smelting of a device containing radioactive material, there is evidence that the device containing radioactive material could have come from a source other than the prep plant. The Company intends to defend this claim vigorously, and at this time it is not possible to predict the outcome of the claim.

The Company is involved in three actions relating to claims asserted by and against American Electric Power and its affiliates (together AEP). On September 21, 2001, AEP filed suit against the Company in the U.S. District Court for the Southern District of Ohio. On September 24, 2001, AEP filed suit against the Company in the Court of Common Pleas of Franklin County, Ohio. On September 26, 2001, the Company filed a related action against AEP in Boyd Circuit Court in Boyd County, Kentucky. In each action, AEP alleges similar claims that the Company breached certain coal supply agreements by refusing to ship coal as required under those agreements. The Company believes that any such failures are excused as a result of force majeure, failure of a mutual assumption of the contract, duress, commercial impracticability and, in some cases, fraud in the inducement of the agreements involved. Moreover, the Company has alleged that AEP and its affiliates materially breached the agreements by systemically under-reporting the weights and quality of shipments received from the Company, and by paying substantially less than the amount due under the terms of the various agreements. The actions filed by AEP seek to recover the value to AEP of the agreements at issue, which value is subject to fluctuations in coal prices but could be in excess of tens of millions of dollars. The Company's action seeks a declaration that its obligations were excused on the various grounds discussed above and seeks damages in a comparable amount for the underpayments by AEP of those contracts and based upon tort law theories. For the years 2001 through 2011, the minimum and maximum aggregate amounts of coal to be delivered under the AEP contracts are approximately 5.1 million tons and 7.4 million tons, respectively. The average base price of the coal to be delivered under the AEP contracts is $24.75 per ton in 2001 and $25.40 in 2002. The Company plans to vigorously defend against AEP's claims against it and to vigorously pursue its claims against AEP. The ultimate outcome of this matter is uncertain; however, the Company may experience a material adverse effect in the event of an unfavorable outcome.

One of the Company's customers has claimed, in a letter to the Company, that it has suffered damages in excess of $10,000 resulting from the Company's failure to fulfill its tonnage obligations under the customer's coal supply agreement. No legal proceedings have been instigated by the customer at this time. The Company does not believe it is in default under the coal supply agreement and intends to vigorously defend this claim. At this time, it is not possible to predict the outcome of the claim.

The Company temporarily halted surface mining operations at certain sites in West Virginia after a ruling by U.S. District Judge Charles Haden on October 20, 1999. Haden's ruling restricted placement of valley fills near intermittent and perennial streams via a reinterpretation of the Surface Mining Control and Reclamation Act and the Clean Water Act. The West Virginia Division of Environmental Protection (DEP) began denying new permits as well as forbidding further advance under existing permits affected by Haden's ruling. Haden stayed his ruling on October 29, 1999, and the DEP rescinded its orders on November 1, 1999 pending a decision from the Court of Appeals or congressional override. The Company resumed its operations at these sites, pending a decision from the Court of Appeals. On April 24, 2001, the Fourth Circuit Court of Appeals set aside Judge Haden's injunction on sovereign immunity grounds and remanded the case to the District Court with instructions to dismiss the action without prejudice to the plaintiffs' ability to pursue their claims in state court. On July 13, 2001, the Fourth Circuit denied a petition for rehearing en banc. The plaintiffs filed a petition for certiorari with the U.S. Supreme Court, which was denied.

On August 21, 2001, a Kentucky-based environmental interest group filed suit in U.S. District Court in West Virginia seeking, among other things, an injunction prohibiting the issuance of permits by the U.S. Army Corps of Engineers (Corps) for valley fills affecting "waters of the United States" under Section 404 of the Clean Water Act. The case was assigned to Judge Charles Haden. The Company filed a Motion to Intervene as Defendant in that action on November 21, 2001, in order to defend the Company's interest in the continuation of valley fill permitting by the Corps. The Company's Motion to Intervene was granted by Judge Haden on December 4, 2001. On May 8, 2002, the Court granted the Plaintiff's motion for summary judgment on the first count of Plaintiff's complaint. The Court enjoined the Corps from "issuing any further Section 404 permits that have no primary purpose or use but the disposal of waste," and in particular, enjoined the issuance of "mountaintop removal overburden valley fill permits solely for waste disposal under Section 404." The geographic jurisdiction of the Corps' Huntington (WV) District, which is subject to the Court's injunction, includes more than half of West Virginia, portions of eastern Kentucky and western Virginia, roughly half of Ohio, and a small area of North Carolina. The Company has substantial operations in this area. The ultimate outcome of this matter is uncertain; however, if Judge Haden's ruling is not stayed or overturned on appeal, the Company may experience a material adverse effect in the event of an unfavorable outcome. While the final resolution of any matter may have an impact on the Company's financial results for a particular reporting period, management believes that the ultimate disposition of these matters will not have a materially adverse effect upon the financial position or results of operations of the Company. However, the final resolution of a legal contingency may have an adverse effect on the Company's liquidity.

b.  Commissions

The Company has various sales and agency agreements with third parties, whereby the Company pays a $.10 - $.65 per ton commission on various coal sales agreements. The costs are expensed as the coal is delivered.

c.  Environmental Matters

Based upon current knowledge, the Company believes that it is in material compliance with environmental laws and regulations as currently promulgated. However, the exact nature of environmental control problems, if any, which the Company may encounter in the future cannot be predicted, primarily because of the increasing number, complexity and changing character of environmental requirements that may be enacted by federal and state authorities.

d.  Performance Bonds

The Company has outstanding performance bonds of approximately $713,378 as of March 31, 2002, to secure reclamation, workers compensation and other performance commitments.

e.  Employment Agreements

The Company has entered into employment agreements with individuals for various officer positions. These agreements expire through February 2005 and contain termination benefits and other matters.

f.  Collective Bargaining Agreements

Approximately 35% of the Company's coal employees are affiliated with unions. The Company has several collective bargaining agreements with the United Mine Workers of America (UMWA). These agreements expire through 2006.

g.  Indemnifications and Other

Pursuant to various stock and asset purchase and sales agreements with counterparties, the Company has granted indemnification for performance guarantees and other matters made by such parties relating to mineral lease obligations, income taxes, and employee benefits. The Company believes no significant obligation will result relating to such indemnifications.

Pursuant to the purchase agreement for the Cyprus Subsidiaries, the Company has committed to pay Cyprus up to $25,000 in satisfaction of its royalty obligations in the event the Company receives an equity investment of $75,000 or more.

h.  Contract Mining Agreements

The Company performs contract mining services for various third parties and utilizes contract miners on some of its operations. Terms of the agreements generally allow either party to terminate the agreements with sufficient written notification on a short-term basis.

i.  Black Lung Legislation

New regulations proposed by the U.S. Department of Labor (DOL) and amending the existing regulations of the Federal Black Lung program in place since 1982 went into effect briefly on January 19, 2001. Implementation of the new regulations were quickly stayed by an agreement with DOL before the Federal District Court for the District of Columbia, pending the Court's response to an application by the coal and insurance industries for a permanent injunction against the use of the new regulations. The Federal District Court issued a decision on August 9, 2001 which granted no relief on any of the multiple requests made to stay specific parts of the regulations. The new regulations thus went into effect and claims are currently being administered under them, pending the outcome of an appeal to the U.S. Court of Appeals for the D.C. Circuit. A decision on the appeal is expected sometime after the oral arguments scheduled for April of 2002. The new regulations, among other things, establish a presumption in favor of a claimant's treating physician and limit a coal operator's ability to introduce medical evidence regarding the claimant's medical condition. DOL, in testimony and in various pleadings, maintains that the approval rate under the new regulations will not exceed the historic approval rate of claims not assigned to individual coal operations (Trust Fund Claims), which is approximately 13%. The Company and its predecessor companies experienced less than a 3% approval rate during the period 1982 - 2000 under the old regulations. The Company believes that it will experience a lower approval rate under the new regulations than the national average. Although the DOL has not processed a sufficient number of claims to a high enough level of adjudication to measure the actual activity under the new regulations meaningfully, the new regulations could result in the Company incurring significantly increased costs associated with contesting and paying Black Lung claims.

j.  Stock Warrants and Options

In connection with amending its Credit Facility (discussed in Note 5b), on June 15, 2000, the Company issued warrants to lenders enabling them to purchase 10% of its common stock for $.01 per share. The warrants contain anti-dilution provisions, piggyback registration rights and tag-along sale rights and are freely transferable. The warrants contain holder put rights (Put) commencing June 15, 2001 and expiring June 15, 2010. The purchase price for such Put is the fair market value of such warrant, determined by formula or appraisal. The warrants also contain Company call rights (Call) commencing three years after any payment, maturity, acceleration, refinancing or restructuring of all the Credit Facility and expiring June 15, 2010. The purchase price for a Call is 110% for that of a Put. In addition, if within one year after the exercise of a Call, the Company is sold or has a "liquidating transaction", as defined, then the Company shall pay to the warrant holder any additional amount they would have received if the purchase price of the Call had been determined in connection with such liquidating transaction. No value has been assigned to these warrants as it is considered negligible. The Prepackaged Plan (Note 2) will cause the warrants to be relinquished.

In January 2002, all shares of common stock, except those already held by Addington Enterprises, Inc., Robert Addington or Larry Addington, were transferred to Larry Addington. No consideration was given for the shares. Additionally, all outstanding stock options have been canceled with no consideration to the option holders. No accounting entries were recorded as the value for the shares and options was considered negligible.

k.  Coal Settlement Agreement

Through March 31, 2002, the Company is in arrears in delivering coal under a certain coal supply contract with a customer. Pursuant to a settlement agreement with the customer, the Company will prospectively ship the tons in arrears and is subject to damage payments up to $3,200 in the event of non-shipment.

7. NEW ACCOUNTING STANDARDS

In September 2001, the staff of the Financial Accounting Standards Board (FASB) cleared SFAS No. 133 Implementation Issue Number C16 (C16), which relates to scope exceptions in applying the normal purchases and sales exception for commodity contracts that contain volumetric variability or optionality under paragraph 10b of SFAS No. 133. C16 is effective for the Company on April 1, 2002. The Company does not believe adoption of C16 will have an effect on the Company. The Company believes its coal contracts with volumetric variability or optionality are exempted out of SFAS No. 133, because they fail to meet the net settlement criteria of SFAS No. 133, which would preclude such contracts from being considered derivatives.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 eliminates the pooling-of-interests method and requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. It also requires intangible assets acquired in a business combination to be recognized separately from goodwill. SFAS No. 141 has had no impact on the Company's financial position or results as the Company has not entered into any business combination transactions since June 30, 2001.

The Company adopted SFAS No. 142, which addresses how goodwill and other intangible assets should be accounted for upon their acquisition and afterwards, on January 1, 2002. The adoption of SFAS No. 142 has had no impact on the Company's financial position or results because the Company does not have recorded goodwill or intangible assets. Premiums paid in prior acquisitions have been allocated to mineral reserves and are amortized as the coal is mined. The primary impact on the Company of SFAS No. 141 and SFAS No. 142 will be their applications under fresh start accounting pursuant to SOP 90-7 upon emerging from bankruptcy (Note 2). Upon emergence, SFAS No. 141 will require the allocation of the Company's value (as well as purchase price of any future business combinations) to the fair value of net assets (or net assets acquired), including reorganization value (goodwill) and other identified intangible assets. SFAS No. 142 will require that future goodwill (reorganization value) and intangible assets with indefinite lives not be amortized. Instead of amortization, goodwill will be subject to an assessment for impairment by applying a fair-value-based test annually and more frequently if circumstances indicate a possible impairment. If the carrying amount of goodwill exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

In June 2001 the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligation" which addresses asset retirement obligations that result from the acquisition, construction or normal operation of long-lived assets. It requires companies to recognize asset retirement obligations as a liability when the liability is incurred at its fair value. The adoption of SFAS No. 143 will affect the Company's recording of reclamation and closure obligations and disclosure requirements. Currently, the Company records the full (undiscounted) liability for end-of-mine reclamation obligations of all acquired mines in current dollars. Developed mines accrue at a rate per ton over its active life to the end-of-mine obligation. SFAS No. 143 will require the Company to cease the per-ton accrual approach and to discount all end-of-mine obligations to their fair values. The future accretion of the discounted obligation will be recorded to cost of operations. The Company is currently analyzing the impact of this Statement, which is required to be adopted January 1, 2003; however, pursuant to SOP 90-7, the Company will early adopt SFAS No. 143 upon fresh start accounting.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is required to be adopted January 1, 2002. SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" and APB Opinion No. 30, "Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" and combines the two accounting models into a single model based on the framework established in SFAS No. 121. Effects of adopting SFAS No. 144 on January 1, 2002 have had no material impact on the earnings and financial position of the Company.

8. BONDING RESOLUTION

Frontier Insurance Company (Frontier), the Company's prior principal bonding company, provided over $533,000 of surety bonds to the Company as of the period ended December 31, 2001, approximately $360,000 of which were surety bonds for reclamation obligations and $66,000 of which were for workers compensation obligations. Frontier began experiencing financial problems in 1999, and as a result, its financial rating was delisted by the U.S. Department of Treasury. Frontier instituted rehabilitation proceedings in New York in August 2001. In 2000, in response to Frontier's financial problems, the states in which the Company has mining operations began requiring the Company to obtain costly replacement bonds and to post 100% cash collateral to back those bonds. As a result, the Company was required to provide cash collateral of approximately $8,400 during 2000 and $55,600 during 2001. In March 2002, as part of its pre-packaged bankruptcy process, the Company obtained funding to replace its reclamation and workers compensation bonds previously provided by Frontier.

The $150,000 DIP financing (Note 2) allowed the Company to resolve bonding issues and continue operating without interruption. New bonds were issued in March 2002 from other sureties pursuant to agreements with them which included DIP financing cash and letter of credit support. As these new bonds are accepted, the Company has received and will continue to receive releases of the old Frontier bonds from the states. Some Frontier reclamation bonds securing (a) permits pending transfer to unrelated parties, and permits pending final release from the state will remain outstanding and (b) the remaining Frontier bonds securing workers' compensation obligations of approximately $18,000, which have not been required to be replaced, will remain outstanding. In addition to the Frontier bonds, the Company has approximately $42,000 in letters of credit securing workers' compensation obligations. In addition to the reclamation and workers' compensation bonds issued by Frontier, described above, the Company has approximately $107,000 of other bonds issued by Frontier securing miscellaneous obligations. The Company has not been required to replace these bonds and they remain outstanding. Management believes it will have the resources necessary to obtain or replace, as necessary, surety bonds through 2002.

9. OTHER SUBSIDIARY MATTERS

a.  Employee Benefits Management, Inc.

Employee Benefits Management, Inc. (EBMI), a subsidiary of the Company, has outstanding 1,000 shares of Class A common stock (999 shares owned indirectly by Fairview Land Company (a subsidiary of the Company), one share owned by Enterprises (an affiliate)) and 176 shares of redeemable Class B common stock. The Class B common stock was repurchased from a third-party by the Company for $525 in October 2001.

In January 2002, Fairview Land Company acquired from Enterprises the one outstanding share of Class A common stock it did not already hold, thereby making EBMI a wholly-owned indirect subsidiary.

b.  Employee Claims Administration, LLC

Employee Claims Administration, LLC (ECA), an indirect subsidiary of the Company, has outstanding Class A and Class B membership units, representing 1,000 Class A and 205 Class B membership units. In January 2002, Resources purchased the 50 Class A membership units not already owned by subsidiaries of the Company. The Class A and Class B membership units are owned by several subsidiaries of the Company. As a result of the Class A repurchase, ECA is a wholly-owned subsidiary.

10. PARENT AND SUBSIDIARY GUARANTEES

The following tables summarize the financial position, operating results and cash flows for AEI Resources Holding, Inc., Resources and its guarantor, and non-guarantor subsidiaries regarding the Senior Notes and Subordinated Notes (Note 5c) as of March 31, 2002 and December 31, 2001 and for the three months in the period ended March 31, 2002 and 2001. Each of the guarantor subsidiaries (except EBMI and ECA until January 2002 – Note 9) is a wholly-owned subsidiary of Resources and each has fully and unconditionally guaranteed the Senior Notes and Subordinated Notes on a joint and several basis. Separate financial statements and other disclosures concerning Resources and the guarantor subsidiaries are not presented because the Company has determined that they are not material to investors. Yankeetown Dock Corporation (60% owned by the Company until sold June 29, 2001) was the only domestic, majority-owned, non-guarantor subsidiary.

                                         AEI                     Wholly-Owned
                                      Resources        AEI        Guarantor      Combining
                                       Holding      Resources    Subsidiaries   Adjustments       Total
                                    -------------- ------------- ------------- -------------- --------------

March 31, 2002
Balance Sheet:
Total current assets..............  $         -    $   197,730   $   132,420   $    (38,084)  $   292,066
Properties, net...................            -         14,238     1,524,150             -      1,538,388
Other assets......................     (787,318)       623,209     1,632,267      (1,230,618)     237,540
                                    -------------- ------------- ------------- -------------- --------------
    Total assets..................  $  (787,318)   $   835,177   $ 3,288,837   $  (1,268,702) $ 2,067,994
                                    ============== ============= ============= ============== ==============
Liabilities Not Subject to
  Compromise
Total current liabilities
  including current portion of
  long-term debt and capital
  leases..........................  $         -    $ 1,040,828   $   162,158   $     87,519   $ 1,290,505
Long-Term debt and capital
   leases, less current Portion...            -         60,685        81,846                        4,668
                                                                                  (137,863)
Other liabilities.................            -         84,947       878,344              -       963,291
                                    -------------- ------------- ------------- -------------- --------------
    Total liabilities not subject
      to compromise...............            -      1,186,460     1,122,348        (50,344)    2,258,464
                                    -------------- ------------- ------------- -------------- --------------
Liabilities Subject to Compromise.            -        436,255       408,770       (248,177)      596,848
                                    -------------- ------------- ------------- -------------- --------------
    Total liabilities.............            -      1,622,715     1,531,118       (298,521)    2,855,312
                                    -------------- ------------- ------------- -------------- --------------
Total Stockholders' equity
(deficit).........................     (787,318)      (787,538)    1,757,719       (970,181)     (787,318)
                                    -------------- ------------- ------------- -------------- --------------
Total liabilities and
   stockholders' equity (deficit).  $  (787,318)   $  (835,177)  $ 3,288,837   $  (1,268,702) $ 2,067,994
                                    ============== ============= ============= ============== ==============
Operating Results:
Revenues..........................  $         -    $       246   $   316,250   $          -   $   316,496
Costs and expenses................            -          4,237       324,654              -       328,891
                                    -------------- ------------- ------------- -------------- --------------
    Income (loss) from operations.            -         (3,991)       (8,404)             -       (12,395)
Interest and other income
(expense).........................            -        (38,875)         (423)         5,137       (34,161)
                                    -------------- ------------- ------------- -------------- --------------
    Income (loss) before
      reorganization items and
      income taxes ...............            -        (42,866)       (8,827)         5,137       (46,556)
Professional fees related to
  reorganization..................            -          2,084             -              -         2,084
                                    -------------- ------------- ------------- -------------- --------------
    Income (loss) before income
      taxes ......................            -        (44,950)       (8,827)         5,137       (48,640)
                                    -------------- ------------- ------------- -------------- --------------
Income tax provision..............            -          1,310           344              -         1,654
                                    -------------- ------------- ------------- -------------- --------------
    Net income (loss).............  $         -    $   (46,260)  $    (9,171)  $      5,137   $   (50,294)
                                    ============== ============= ============= ============== ==============

Cash Flows:
Cash flows from operating
activities:
Net income (loss).................  $        -     $  (46,260)   $    (9,171)  $      5,137   $   (50,294)
Total adjustments to reconcile
   net income (loss) to net cash
   provided by (used in)
   operating activities...........           -         38,498         29,559         (5,137)       62,920
                                    -------------- ------------- ------------- -------------- --------------
Net cash provided from (used in)
   operating activities...........           -         (7,762)        20,388              -        12,626
Net cash used in investing
activities........................           -        (79,516)       (23,654)             -      (103,170)
Net cash provided by (used in)
financing activities..............           -         50,065         (1,809)             -        48,256
                                    -------------- ------------- ------------- -------------- --------------
Net increase (decrease) in cash
   and cash equivalents...........           -        (37,213)        (5,075)             -       (42,288)
Cash and cash equivalents,
   beginning of period............         220         62,457        (40,532)        40,070        62,215
                                    -------------- ------------- ------------- -------------- --------------
Cash and cash equivalents, end of
period............................  $      220     $   25,244    $   (45,607)  $     40,070   $    19,927
                                    ============== ============= ============= ============== ==============

                                                                   Non-Wholly
                              AEI                    Wholly-Owned     Owned
                           Resources       AEI        Guarantor     Guarantor  Non-Guarantor  Combining
                            Holding     Resources    Subsidiaries  Subsidiaries Subsidiary   Adjustments     Total
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------

December 31, 2001:
Balance Sheet:
Total current assets..... $      -     $  136,446   $    334,044   $  14,464    $        -  $  (173,688)  $   311,266
Properties, net..........        -         15,841      1,571,489           -             -            -     1,587,330
Other assets.............    (737,024)    655,741      2,084,719     669,749             -    (2,511,611)     161,574
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
  Total assets........... $  (737,024) $  808,028   $  3,990,252   $ 684,213    $        -  $ (2,685,299) $ 2,060,170
                          ============ ============ ============== ============ =========== ============= ============
Total current
  liabilities, including
  current portion of
  long-term debt and
  capital leases......... $         -  $ 1,400,301  $    718,951   $  35,750    $        -  $  (329,710)  $ 1,825,292

Long-term debt and
  capital leases, less
  current portion........           -      55,284        517,054           -             -     (567,106)        5,232
Other liabilities........           -      89,687      1,046,822     663,021             -     (832,860)      966,670
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
  Total liabilities......           -    1,545,272     2,282,827     698,771             -   (1,729,676)    2,797,194

Total shareholders'
  equity (deficit).......    (737,024)    (737,244)    1,707,425     (14,558)            -     (955,623)     (737,024)
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
Total liabilities and
  shareholders' equity
  (deficit).............. $  (737,024) $  808,028   $  3,990,252   $ 684,213    $        -  $ (2,685,299) $ 2,060,170
                          ============ ============ ============== ============ =========== ============= ============
March 31, 2001
Operating Results:
Revenues................. $          - $       245  $    355,658   $        -   $      142  $         -   $   356,045
Costs and expenses.......            -      13,164       350,375       10,059          164            -       373,762
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
Income (loss) from
  operations.............            -     (12,919)        5,283      (10,059)         (22)           -       (17,717)
Interest and other
  income (expense).......            -     (43,057)      (15,008)       8,233            -        7,017       (42,815)
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
  Income (loss) before
    income taxes.........            -     (55,976)       (9,725)      (1,826)         (22)       7,017       (60,532)
Income tax provision
  (benefit)..............            -        (113)          611         (633)          (6)           -          (141)
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
  Net Income (loss)...... $          - $   (55,863) $    (10,336)  $   (1,193)  $      (16) $     7,017   $   (60,391)
                          ============ ============ ============== ============ =========== ============= ============

Cash Flows:
Cash flows from
operating activities:
Net income (loss)........ $         -  $   (55,863) $    (10,336)  $   (1,193)  $      (16) $     7,017   $   (60,391)
Total adjustments to
  reconcile net income
  (loss) to net cash
  provided by (used in)
  operating activities...           -       47,695        30,044       1,191          (443)      (7,017)       71,470
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
Net cash provided by
  (used in) operating
  activities.............           -       (8,168)       19,708          (2)         (459)           -        11,079
Net cash used in
  investing activities...           -         (146)      (15,452)          -             -            -       (15,598)
Net cash provided by
  financing activities...           -      (19,272)       (1,941)          -             -            -       (21,213)
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
Net increase (decrease)
  in cash and cash
  equivalents............           -      (27,586)        2,315          (2)         (459)           -       (25,732)
Cash and cash
  equivalents, beginning
  of period..............         220       56,742       (45,871)          4         3,598       40,070        54,763
                          ------------ ------------ -------------- ------------ ----------- ------------- ------------
Cash and cash
  equivalents, end of
  period................. $       220  $    29,156  $    (43,556)  $       2    $    3,139  $    40,070   $    29,031
                          ============ ============ ============== ============ =========== ============= ============

======================================================= ================================================
     No dealer, salesperson or other person is
authorized to give any information or to represent
anything not contained in this prospectus.  You must
not rely on any unauthorized information or
representations.  This prospectus does not offer to
sell or ask for offers to buy any securities other
than those to which this prospectus relates and it
does not constitute an offer to sell or ask for offers
to buy any of the securities in any jurisdiction where
it is unlawful, where the person making the offer is
not qualified to do so, or to any person who cannot
legally be offered the securities.  The information                      $450,000,000
contained in this prospectus is current only as of its
date.

                    TABLE OF CONTENTS                                Horizon NR, LLC and
                                                                    Horizon Finance Corp.
Prospectus Summary..................................
Risk Factors........................................             wholly owned subsidiaries of
Forward-Looking Statements..........................          Horizon Natural Resources Company
Use of Proceeds.....................................
Other Offerings.....................................
Capitalization......................................         11.75% Senior Secured Notes due 2009
Selected Consolidated Financial Data................
Pro Form Financial Data.............................
Chapter 11 Reorganization...........................
Management's Discussion and Analysis of Financial
   Condition and Results of Operations..............                    _____________
The Coal Industry...................................
Business............................................
Government Regulation...............................                        [Logo]
Management..........................................
Executive Compensation..............................
Selling Securityholders.............................                    _____________
Transactions with Former Controlling Stockholder
   and Related Persons..............................
Description of Senior Secured Notes.................
Description of Other Indebtedness...................
Description of Capital Stock........................
Principal Equityholders.............................                      Prospectus
Plan of Distribution................................
Legal Matters.......................................                   __________, 2002
Experts.............................................
Where You Can Find More Information.................
Index to Financial Statements....................F-1
======================================================= ================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

           The following table sets forth the expenses payable by Horizon Natural Resources Company in connection with this registration statement. All of such expenses are estimates, other than the filing and quotation fees payable to the Securities and Exchange Commission.

Filing fee - Securities and Exchange Commission.......................$41,400.00
Fees and expenses of legal counsel....................................$*
Printing expenses.....................................................$*
Fees and expenses of accountants......................................$*
Miscellaneous expenses................................................$*
     Total............................................................$*

_________________________
* To be filed by amendment.

           All of the amounts shown are estimates except for the filing fee payable to the Securities and Exchange Commission.

Item 14. Indemnification of Directors and Officers

           Section 145 of the General Corporation Law of Delaware, or GCL, empowers a corporation 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 or she was or is a director, officer, employee or agent of the corporation, or was or is serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person identified acted in good faith and in a manner he or she 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 or her conduct was unlawful. Section 145 further empowers a corporation 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 or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she was or is a director, officer, employee or agent of the corporation, or was or is serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if the person identified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been 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 that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

           Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, provide, in effect, that to the full extent and under the circumstances permitted by Section 145 of the GCL, we shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding of the type described above by reason of the fact that he or she was or is a director, officer, employee or agent of our company.

           Our Certificate of Incorporation relieves our directors from monetary damages to our company or our stockholders for breach of such director's fiduciary duty as a director to the fullest extent permitted by the GCL. Under Section 102(b)(7) of the GCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for any breach of the director's duty of loyalty to our company or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit.

           In addition, we carry an insurance policy for the protection of our directors and executive officers against any liability asserted against them in their official capacities.

Item 15. Recent Sales of Unregistered Securities

           Effective May 9, 2002, all of our issued securities were cancelled by order of the U.S. Bankruptcy Court and our company, in furtherance of our bankruptcy plan of reorganization, issued new securities as follows: (i) 20,000,000 shares of our common stock in consideration for the cancellation of approximately $597 million in claims; and (ii) $450 million in new 11.75% senior notes in consideration for the cancellation of approximately $450 million in claims. The foregoing issuances and sales were conducted without registration of the securities under the Securities Act of 1933, as amended, in reliance upon the exemption from registration afforded by Section 1145(a)(2) of the Bankruptcy Code. Section 1145(a)(1) of the U.S. Bankruptcy Code exempts the offer and sale of securities under a plan of reorganization from registration under the Securities Act and state laws if: (i) the securities are offered and sold under a plan of reorganization; (ii) the securities are of a debtor, of an affiliate participating in a joint plan with the debtor, or of a successor to the debtor under the plan; and (iii) the recipients of the securities are issued such securities entirely in exchange for the recipient's claim against or interest in the debtor or principally in such exchange and partly for cash or property.

Item 16. Exhibits and Financial Statement Schedules

           (a) Exhibits

           The exhibits to the Registration Statement are listed in the Exhibit Index which precedes the exhibits to this Registration Statement and is hereby incorporated herein by reference.

           (b) Financial Statement Schedules

           All schedules are omitted because the information required to be set forth therein is not applicable or is contained in the Financial Statements or Notes.

Item 17. Undertakings

           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act 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 such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

           The undersigned Registrant hereby undertakes:

           (1) 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 in the Registration Statement. 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;

(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 such information in the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

HORIZON NR, LLC

By: Horizon Natural Resources Company, its sole member


By: /s/ Donald P. Brown                                            
      Name: Donald P. Brown
      Title:   Chief Executive Officer

POWER OF ATTORNEY

          Know all men by these presents, that the undersigned directors and officers of Horizon NR, LLC, a Delaware limited liability company, which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Donald P. Brown, Lance G. Sogan and Michael F. Nemser, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature           Title Date

 /s/ Donald P. Brown                      
Donald P. Brown Chief Executive
Officer (principal executive
officer) July 31, 2002

 /s/ Michael F. Nemser                      
Michael F. Nemser Chief Financial
Officer (principal financial
officer) July 31, 2002

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

HORIZON FINANCE CORP.



By: /s/ Donald P. Brown                                 
      Name: Donald P. Brown
      Title:   President

POWER OF ATTORNEY

           Know all men by these presents, that the undersigned directors and officers of Horizon Finance Corp., a Delaware corporation, which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Donald P. Brown, Lance G. Sogan and Michael F. Nemser, and each of them, the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature           Title      Date

 /s/ Donald P. Brown                      
Donald P. Brown President and Director (principal
executive officer) July 31, 2002

 /s/ Michael F. Nemser                      
Michael F. Nemser Chief Financial Officer and
Director (principal
financial officer) July 31, 2002

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

HORIZON NATURAL RESOURCES COMPANY



By: /s/ Donald P. Brown                                 
      Name: Donald P. Brown
      Title:   Chief Executive Officer, President and
                  Chairman of the Board

POWER OF ATTORNEY

           Know all men by these presents, that the undersigned directors and officers of Horizon Natural Resources Company, a Delaware corporation, which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Donald P. Brown, Lance G. Sogan and Michael F. Nemser, and each of them, the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature Title Date

 /s/ Donald P. Brown                      
Donald P. Brown Chief Executive Officer, President
and Chairman of the Board (principal
executive officer) July 31, 2002

 /s/ Michael F. Nemser                      
Michael F. Nemser Executive Vice President and Chief
Financial Officer (principal
financial officer) July 31, 2002

 /s/ B.R. Brown                      
B. R. Brown Director July 31, 2002

 /s/ Robert C. Scharp                      
Robert C. Scharp Director July 31, 2002

 /s/ John J. Delucca                      
John J. Delucca Director July 31, 2002

 /s/ Scott Tepper                      
Scott Tepper Director July 31, 2002

 /s/ Richard A. Boone                      
Richard A. Boone Vice President and Controller
(principal accounting officer) July 31, 2002

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

HORIZON NATURAL RESOURCES HOLDING COMPANY, LLC


By: Horizon NR, LLC, its sole member

By: Horizon Natural Resources Company, its sole member


By: /s/ Donald P. Brown                                 
      Name: Donald P. Brown
      Title:   Chief Executive Officer

POWER OF ATTORNEY

          Know all men by these presents, that the undersigned directors and officers of Horizon Natural Resources Holding Company, LLC, a Delaware limited liability company, which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Donald P. Brown, Lance G. Sogan and Michael F. Nemser, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature Title Date

 /s/ Donald P. Brown                      
Donald P. Brown Chief Executive Officer
(principal executive officer) July 31, 2002

 /s/ Michael F. Nemser                      
Michael F. Nemser Chief Financial Officer
(principal financial officer) July 31, 2002

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

The Co-Registrants Listed on
Attachment A Hereto


By:  /s/ Donald P. Brown                     
       Name: Donald P. Brown
       Title: President

POWER OF ATTORNEY

          Know all men by these presents, that the undersigned directors and officers of the entities identified on Attachment A hereto, each of which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Donald P. Brown, Lance G. Sogan and Michael F. Nemser, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature           Title Date

 /s/ Donald P. Brown                      
Donald P. Brown President and Director
(principal executive officer) July 31, 2002

 /s/ Michael F. Nemser                      
Michael F. Nemser Chief Financial Officer and
Director (principal financial officer July 31, 2002

ATTACHMENT A

17 WEST MINING, INC.,
ACECO, INC.,
AMERICOAL DEVELOPMENT COMPANY,
APPALACHIAN REALTY COMPANY,
AYRSHIRE LAND COMPANY,
BLUEGRASS COAL DEVELOPMENT COMPANY,

CC COAL COMPANY,
COAL VENTURES HOLDING COMPANY, INC.,
EAST KENTUCKY ENERGY CORPORATION,

ENERZ CORPORATION,
EVERGREEN MINING COMPANY,
FAIRVIEW LAND COMPANY,
FLANARY BRANCH COAL CO., INC.,
FRANKLIN COAL SALES COMPANY,
G.E.C., INC.
GRASSY COVE COAL MINING COMPANY,
HERITAGE MINING COMPANY,
HIGHLAND COAL, INC.,
HNR MINING, INC.,



HORIZON NATURAL RESOURCES SALES
COMPANY, IKERD-BANDY CO., INC.,
KERMIT COAL COMPANY,
LESLIE RESOURCES, INC.,
LESLIE RESOURCES MANAGEMENT, INC.,
MCCOY COAL COMPANY,
MEADOWLARK, INC.,
MEGA MINERALS, INC.,
MID-VOL LEASING, INC.,
MIDWEST COAL SALES COMPANY,
MINING TECHNOLOGIES, INC.,
MOUNTAIN-CLAY, INCORPORATED (d/b/a Mountain Clay, Inc.),
PHOENIX LAND COMPANY,
PREMIUM PROCESSING, INC.,
PRO-LAND, INC. (d/b/a Kem Coal Company),
RED RIDGE MINING, INC.,
RIVER COAL COMPANY, INC.,
ROARING CREEK COAL COMPANY,
SHIPYARD RIVER COAL TERMINAL COMPANY,
STRAIGHT CREEK COAL RESOURCES COMPANY,
SUNNY RIDGE ENTERPRISES, INC.,
SUNNY RIDGE MINING COMPANY, INC., TENNESSEE MINING, INC.,
TURRIS COAL COMPANY,
WYOMING COAL TECHNOLOGY, INC.,
ZEIGLER COAL HOLDING COMPANY,

ZEIGLER ENVIRONMENTAL SERVICES COMPANY,

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

BOWIE RESOURCES LIMITED


By:  /s/ Keith H. Sieber                     
       Name: Keith H. Sieber
       Title: President

POWER OF ATTORNEY

          Know all men by these presents, that the undersigned directors and officers of Bowie Resources Limited, a Delaware corporation, which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Donald P. Brown, Lance G. Sogan and Michael F. Nemser, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature           Title Date

 /s/ Donald P. Brown                      
Donald P. Brown Director July 31, 2002

 /s/ Michael F. Nemser                      
Michael F. Nemser Chief Financial Officer and Director
(principal financial officer) July 31, 2002

 /s/ Keith H. Sieber                      
Keith H. Sieber President (principal executive officer) July 31, 2002

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

EMPLOYEE BENEFITS MANAGEMENT, INC.


By:  /s/ Donald P. Brown                     
       Name: Donald P. Brown
       Title: President

POWER OF ATTORNEY

          Know all men by these presents, that the undersigned directors and officers of Employee Benefits Management, Inc., a Delaware corporation, which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Donald P. Brown, Lance G. Sogan and Michael F. Nemser, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature           Title Date

 /s/ Donald P. Brown                      
Donald P. Brown President and Director
(principal executive officer) July 31, 2002

 /s/ Michael F. Nemser                      
Michael F. Nemser Chief Financial Officer and Director
(principal executive officer) July 31, 2002

 /s/ Lance G. Sogan                      
Lance G. Sogan Director July 31, 2002

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

EMPLOYEE CLAIMS ADMINISTRATION, LLC


By:  /s/ Donald P. Brown                     
       Name: Donald P. Brown
       Title: Manager

POWER OF ATTORNEY

          Know all men by these presents, that the undersigned directors and officers of Employee Claims Administration, LLC, a Delaware limited liability company, which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Donald P. Brown, Lance G. Sogan and Michael F. Nemser, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature           Title Date

 /s/ Donald P. Brown                      
Donald P. Brown President and Director
(principal executive officer) July 31, 2002

 /s/ Michael F. Nemser                      
Michael F. Nemser Chief Financial Officer and Director
(principal executive officer) July 31, 2002

 /s/ Lance G. Sogan                      
Lance G. Sogan Director July 31, 2002

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

The Co-Registrants Listed on
Attachment B Hereto


By:  /s/ Frank Matras                     
       Name: Frank Matras
       Title: President

POWER OF ATTORNEY

          Know all men by these presents, that the undersigned directors and officers of the entities identified on Attachment B hereto, each of which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Frank Matras and Earnie Reynolds, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature           Title Date

 /s/ Frank Matras                      
Frank Matras President (principal executive
officer) July 31, 2002

 /s/ Earnie Reynolds                      
Earnie Reynolds Secretary/Treasurer and Director
(principal executive officer) July 31, 2002

ATTACHMENT B

CANNELTON, INC.
CANNELTON INDUSTRIES, INC.
CANNELTON LAND COMPANY
CANNELTON SALES COMPANY
DUNN COAL & DOCK COMPANY
KANAWHA CORPORATION
MOUNTAIN COALS CORPORATION
MOUNTAINEER COAL DEVELOPMENT COMPANY
PRINCESS BEVERLY COAL COMPANY
PRINCESS BEVERLY COAL HOLDING COMPANY, INC.
RP TERMINAL, LLC
WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC.

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

The Co-Registrants Listed on
Attachment C Hereto


By:  /s/ Kentland Holcomb                     
       Name: Kentland Holcomb
       Title: President

POWER OF ATTORNEY

          Know all men by these presents, that the undersigned directors and officers of the entities identified on Attachment C hereto, each of which is filing a registration statement on Form S-1 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Kentland Holcomb and Earnie Reynolds, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933 has been signed below by the following persons in the capacities and on the dates indicated below.

Signature           Title Date

 /s/ Kentland Holcomb                      
Kentland Holcomb President (principal executive
officer) July 31, 2002

 /s/ Earnie Reynolds                      
Earnie Reynolds Secretary/Treasurer and
Director (principal executive
officer) July 31, 2002

ATTACHMENT C

BEECH COAL COMPANY
HAYMAN HOLDINGS, INC.
KINDILL HOLDING, INC.
KINDILL MINING, INC.
MIDWEST COAL COMPANY
OLD BEN COAL COMPANY

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

BENTLEY COAL COMPANY
SKYLINE COAL COMPANY
KENTUCKY PRINCE MINING COMPANY


By: GRASSY COVE COAL MINING COMPANY,
       ROARING CREEK COAL COMPANY, each
       as General Partner of each of the
       entities listed above


By:  /s/ Donald P. Brown                     
       Name: Donald P. Brown
       Title: President

SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on the 31st day of July 2002.

BASSCO VALLEY, LLC


By: HAYMAN HOLDINGS, INC.
       its Manager


By:  /s/ Kentland Holcomb                     
       Name: Kentland Holcomb
       Title: President

Exhibit Index

Exhibit
Number         Description of Document
- ------         -----------------------

2.1         Joint Plan of Reorganization of AEI Resources Holding, Inc., et al., as modified*
3.1(a)      Certificate of Incorporation of 17 West Mining, Inc.
3.1(b)      Bylaws of 17 West Mining, Inc.
3.2(a)      Certificate of Incorporation of Aceco, Inc.
3.2(b)      Bylaws of Aceco, Inc.
3.3(a)      Certificate of Incorporation of Addington Mining, Inc.
3.3(b)      Bylaws of Addington Mining, Inc.
3.4(a)      Certificate of Incorporation of Americoal Development Company
3.4(b)      Bylaws of Americoal Development Company
3.5(a)      Certificate of Incorporation of Appalachian Realty Company
3.5(b)      Bylaws of Appalachian Realty Company
3.6(a)      Certificate of Incorporation of Ayrshire Land Company
3.6(b)      Bylaws of Ayrshire Land Company
3.7(a)      Certificate of Organization of Bassco Valley, LLC
3.7(b)      Operating Agreement of Bassco Valley, LLC
3.8(a)      Certificate of Incorporation of Beech Coal Company
3.8(b)      Bylaws of Beech Coal Company
3.9         Partnership Agreement of Bentley Coal Company
3.10(a)     Certificate of Incorporation of Bluegrass Coal Development Company
3.10(b)     Bylaws of Bluegrass Coal Development Company
3.11(a)     Certificate of Incorporation of Bowie Resources Limited
3.11(b)     Bylaws of Bowie Resources Limited
3.12(a)     Certificate of Incorporation of CC Coal Company
3.12(b)     Bylaws of CC Coal Company
3.13(a)     Certificate of Incorporation of Cannelton, Inc.
3.13(b)     Bylaws of Cannelton, Inc.
3.14(a)     Certificate of Incorporation of Cannelton Industries, Inc.
3.14(b)     Bylaws of Cannelton Industries, Inc.
3.15(a)     Certificate of Incorporation of Cannelton Land Company
3.15(b)     Bylaws of Cannelton Land Company
3.16(a)     Certificate of Incorporation of Cannelton Sales Company
3.16(b)     Bylaws of Cannelton Sales Company
3.17(a)     Certificate of Incorporation of Coal Ventures Holding Company, Inc.
3.17(b)     Bylaws of Coal Ventures Holding Company, Inc.
3.18(a)     Certificate of Incorporation of Dunn Coal & Dock Company
3.18(b)     Bylaws of Dunn Coal & Dock Company
3.19(a)     Certificate of Incorporation of East Kentucky Energy Corporation
3.19(b)     Bylaws of East Kentucky Energy Corporation
3.20(a)     Certificate of Incorporation of Employee Benefits Management, Inc.
3.20(b)     Bylaws of Employee Benefits Management, Inc.
3.21(a)     Certificate of Organization of Employee Claims Administration, LLC
3.21(b)     Operating Agreement of Employee Claims Administration, LLC
3.22(a)     Certificate of Incorporation of EnerZ Corporation
3.22(b)     Bylaws of EnerZ Corporation
3.23(a)     Certificate of Incorporation of Evergreen Mining Company
3.23(b)     Bylaws of Evergreen Mining Company
3.24(a)     Certificate of Incorporation of Fairview Land Company
3.24(b)     Bylaws of Fairview Land Company
3.25(a)     Certificate of Incorporation of Flanary Branch Coal Co., Inc.
3.25(b)     Bylaws of Flanary Branch Coal Co., Inc.
3.26(a)     Certificate of Incorporation of Franklin Coal Sales Company
3.26(b)     Bylaws of Franklin Coal Sales Company
3.27(a)     Certificate of Incorporation of G.E.C., Inc.
3.27(b)     Bylaws of G.E.C., Inc.
3.28(a)     Certificate of Incorporation of Grassy Cove Coal Mining Company
3.28(b)     Bylaws of Grassy Cove Coal Mining Company
3.29(a)     Certificate of Incorporation of Hayman Holdings, Inc.
3.29(b)     Bylaws of Hayman Holdings, Inc.
3.30(a)     Certificate of Incorporation of Heritage Mining Company
3.30(b)     Bylaws of Heritage Mining Company
3.31(a)     Certificate of Incorporation of Highland Coal, Inc.
3.31(b)     Bylaws of Highland Coal, Inc.
3.32(a)     Certificate of Incorporation of Horizon Finance Corp.
3.32(b)     Bylaws of Horizon Finance Corp.
3.33(a)     Certificate of Incorporation of Horizon Natural Resources Company
3.33(b)     Bylaws of Horizon Natural Resources Company
3.34(a)     Certificate of Organization of Horizon NR, LLC
3.34(b)     Operating Agreement of Horizon NR, LLC
3.35(a)     Certificate of Incorporation of Horizon Natural Resources Sales Company, Inc.
3.35(b)     Bylaws of Horizon Natural Resources Sales Company, Inc.
3.36(a)     Certificate of Organization of HNR Holding Company, LLC
3.36(b)     Operating Agreement of HNR Holding Company, LLC
3.37(a)     Certificate of Incorporation of Ikerd-Bandy Co., Inc.
3.37(b)     Bylaws of Ikerd-Bandy Co., Inc.
3.38(a)     Certificate of Incorporation of Kanawha Corporation
3.38(b)     Bylaws of Kanawha Corporation
3.39        Partnership Agreement of Kentucky Prince Mining  Company
3.40(a)     Certificate of Incorporation of Kermit Coal Company
3.40(b)     Bylaws of Kermit Coal Company
3.41(a)     Certificate of Incorporation of Kindill Holding, Inc.
3.41(b)     Bylaws of Kindill Holding, Inc.
3.42(a)     Certificate of Incorporation of Kindill Mining, Inc.
3.42(b)     Bylaws of Kindill Mining, Inc.
3.43(a)     Certificate of Incorporation of Leslie Resources, Inc.
3.43(b)     Bylaws of Leslie Resources, Inc.
3.44(a)     Certificate of Incorporation of Leslie Resources Management, Inc.
3.44(b)     Bylaws of Leslie Resources Management, Inc.
3.45(a)     Certificate of Incorporation of McCoy Coal Company
3.45(b)     Bylaws of McCoy Coal Company
3.46(a)     Certificate of Incorporation of Meadowlark, Inc.
3.46(b)     Bylaws of Meadowlark, Inc.
3.47(a)     Certificate of Incorporation of Mega Minerals, Inc.
3.47(b)     Bylaws of Mega Minerals, Inc.
3.48(a)     Certificate of Incorporation of Midwest Coal Company
3.48(b)     Bylaws of Midwest Coal Company
3.49(a)     Certificate of Incorporation of Midwest Coal Sales Company
3.49(b)     Bylaws of Midwest Coal Sales Company
3.50(a)     Certificate of Incorporation of Mid-Vol Leasing, Inc.
3.50(b)     Bylaws of Mid-Vol Leasing, Inc.
3.51(a)     Certificate of Incorporation of Mining Technologies, Inc.
3.51(b)     Bylaws of Mining Technologies, Inc.
3.52(a)     Certificate of Incorporation of Mountain-Clay, Incorporated (d/b/a Mountain Clay, Inc.)
3.52(b)     Bylaws of Mountain-Clay, Incorporated (d/b/a Mountain Clay, Inc.)
3.53(a)     Certificate of Incorporation of Mountain Coal Corporation
3.53(b)     Bylaws of Mountain Coal Corporation
3.54(a)     Certificate of Incorporation of Mountaineer Coal Development Company
3.54(b)     Bylaws of Mountaineer Coal Development Company
3.55(a)     Certificate of Incorporation of Old Ben Coal Company
3.55(b)     Bylaws of Old Ben Coal Company
3.56(a)     Certificate of Incorporation of Phoenix Land Company
3.56(b)     Bylaws of Phoenix Land Company
3.57(a)     Certificate of Incorporation of Premium Processing, Inc.
3.57(b)     Bylaws of Premium Processing, Inc.
3.58(a)     Certificate of Incorporation of Princess Beverly Coal Company
3.58(b)     Bylaws of Princess Beverly Coal Company
3.59(a)     Certificate of Incorporation of Princess Beverly Coal Holding Company, Inc.
3.59(b)     Bylaws of Princess Beverly Coal Holding Company, Inc.
3.60(a)     Certificate of Incorporation of Pro-Land, Inc. (d/b/a Kem Coal Seller)
3.60(b)     Bylaws of Pro-Land, Inc. (d/b/a Kem Coal Seller)
3.61(a)     Certificate of Incorporation of Red Ridge Mining, Inc.
3.61(b)     Bylaws of Red Ridge Mining, Inc.
3.62(a)     Certificate of Incorporation of River Coal Company, Inc.
3.62(b)     Bylaws of River Coal Company, Inc.
3.64(a)     Certificate of Incorporation of Roaring Creek Coal Company
3.64(b)     Bylaws of Roaring Creek Coal Company
3.65(a)     Certificate of Organization of RP Terminal, LLC
3.65(b)     Operating Agreement of RP Terminal, LLC
3.66        Partnership Agreement of Skyline Coal Company
3.67(a)     Certificate of Incorporation of Shipyard River Coal Terminal Company
3.67(b)     Bylaws of Shipyard River Coal Terminal Company
3.68(a)     Certificate of Incorporation of Straight Creek Coal Resources Company
3.68(b)     Bylaws of Straight Creek Coal Resources Company
3.69(a)     Certificate of Incorporation of Sunny Ridge Enterprises, Inc.
3.69(b)     Bylaws of Sunny Ridge Enterprises, Inc.
3.70(a)     Certificate of Incorporation of Sunny Ridge Mining Company, Inc.
3.70(b)     Bylaws of Sunny Ridge Mining Company, Inc.
3.71(a)     Certificate of Incorporation of Tennessee Mining, Inc.
3.71(b)     Bylaws of Tennessee Mining, Inc.
3.72(a)     Certificate of Incorporation of Turris Coal Company
3.72(b)     Bylaws of Turris Coal Company
3.73(a)     Certificate of Incorporation of West Virginia-Indiana Coal Holding Company, Inc.
3.73(b)     Bylaws of West Virginia-Indiana Coal Holding Company, Inc.
3.74(a)     Certificate of Incorporation of Wyoming Coal Technology, Inc.
3.74(b)     Bylaws of Wyoming Coal Technology, Inc.
3.75(a)     Certificate of Incorporation of Zeigler Coal Holding Company
3.75(b)     Bylaws of Zeigler Coal Holding Company
3.76(a)     Certificate of Incorporation of Zeigler Environmental Services Company
3.76(b)     Bylaws of Zeigler Environmental Services Company
5.1         Opinion of Stroock & Stroock & Lavan LLP*
10.1        Indenture, dated as of May 8, 2002, among AEI Resources, LLC and Horizon Finance Corp., as
            issuers, their subsidiaries party thereto, AEI Resources Holding, Inc., and Wells Fargo Bank
            Minnesota, National Association, as trustee*
10.2        Security Agreement, dated as of May 8, 2002, among AEI Resources, LLC, Horizon Finance Corp.,
            their subsidiaries party thereto, and Deutsche Bank Trust Company Americas, as collateral
            agent*
10.3        Intercreditor Agreement, dated as of May 8, 2002, among Deutsche Bank Trust Company Americas,
            UBS AG, Stamford Branch, and Wells Fargo Bank Minnesota, National Association*
10.4        Registration Rights Agreement, dated as of May 8, 2002, among Horizon Natural Resources
            Company and the holders of common stock party thereto*
10.5        Registration Rights Agreement, dated as of May 8, 2002, among AEI Resources, Inc. and the
            holders of Senior Notes party thereto*
10.6        Credit Agreement, dated as of May 8, 2002, among AEI Resources, LLC and Horizon Finance Corp.,
            as borrowers, the lenders party thereto, and Deutsche Bank Trust Company Americas, as
            administrative agent*
10.7        Letter Agreement, dated May 8, 2002, between Deutsche Bank Trust Company Americas, Deutsche
            Bank Securities Inc., AEI Resources, LLC and Horizon Finance Corp.*
10.8        Subsidiary Guaranty, dated as of May 8, 2002, made by certain subsidiaries of AEI Resources,
            LLC in favor of Deutsche Bank Trust Company Americas, as agent*
10.9        Parent Guaranty, dated as of May 8, 2002, made by Horizon Natural Resources Company in favor
            of Deutsche Bank Trust Company Americas, as agent*
10.10       Term Note Purchase Agreement, dated as of May 8, 2002, among AEI Resources, LLC, Horizon
            Finance Corp., their subsidiaries party thereto, AEI Resources Holding, Inc., the Holders (as
            defined therein) and UBS AG, Stamford Branch, as administrative agent*
10.11       Amended and Restated Promissory Note, dated as of May 7, 2002, made by AEI Resources, LLC in
            favor of National City Bank of Kentucky*
10.12       Employment Agreement, dated March 6, 2002, between AEI Resources, Inc. and Frank Bennett*
10.13       Employment Agreement, dated March 1, 2001, between AEI Resources, Inc. and Richard Boone*
10.14       Employment Agreement, dated June 14, 2001, between AEI Resources, Inc. and Donald P. Brown*
10.15       Amended Employment Agreement, dated October 15, 2001, between AEI Resources, Inc. and James I.
            Campbell*
10.16       Amended Employment Agreement between AEI Resources, Inc. and C. K. Lane*
10.17       Amended Employment Agreement, dated October 15, 2001, between AEI Resources, Inc. and Marc R.
            Merritt*
10.18       Employment Agreement, dated May 17, 2002, between Horizon NR, LLC and Michael F. Nemser*
10.19       Amended Employment Agreement, dated September 30, 2001, between Bowie Resources Limited and
            Keith H. Sieber*
10.20       Employment Agreement, dated February 13, 2002, between AEI Resources, Inc. and Lance G. Sogan*
10.21       Non-Competition Agreement, dated as of January 2, 1998, among Mining Technologies, Inc.,
            Addington Enterprises, Inc., and Larry Addington*
10.22       Master Agreement, dated as of May 8, 2002, among Larry Addington, AEI Resources Holding, Inc.,
            AEI Resources, LLC, and its subsidiaries party thereto*
10.23       Termination Rights Agreement, dated as of May 8, 2002, among AEI Resources, LLC, its
            subsidiaries party thereto and its affiliates party thereto*
10.24       Agreement, dated November 6, 1997, between Task Trucking, Inc. and AEI Holding Company, Inc.*
10.25       Service Agreement, dated October 22, 1997, between Mining Machinery, Inc. and AEI Holding
            Company, Inc.*
10.26       Technology Sharing Agreement, dated as of April 29, 1998, between Mining Technologies, Inc.
            and Addington Enterprises, Inc.*
10.27       Manufacture and Service Agreement, dated as of November 12, 1998, between Mining Technologies,
            Inc. and Addington Enterprises, Inc.*
10.28       Lease Agreement between Meadowlark, Inc. and EnviroPower, LLC*
10.29       Lease Agreement, dated as of December 1, 1999, between Old Ben Coal Company and EnviroPower,
            LLC*
10.30       Lease Agreement Amendment, dated as of March 16, 2000, between Old Ben Coal Company and
            EnviroPower, LLC*
10.31       Lease Agreement, dated as of December 1, 1999, between Kindill Mining, Inc. and EnviroPower,
            LLC*
10.32       Lease Agreement, dated as of December 1, 1999, between Appalachian Realty Company and
            EnviroPower, LLC*
10.33       Option Agreement, dated March 9, 2000, between Kindill Mining, Inc. and EnviroPower, LLC
            (relating to Kindill #1 mine)*
10.34       Option Agreement, dated March 9, 2000, between Kindill Mining, Inc. and EnviroPower, LLC
            (relating to Kindill #2 mine)*
10.35       Option Agreement, dated March 9, 2000, between Kindill Mining, Inc. and EnviroPower, LLC
            (relating to Kindill #3 mine)*
10.36       Agreement to Take Waste, dated February 24, 2000, between Mountain Coals, Inc. and
            EnviroFuels, LLC*
10.37       Lease Agreement, dated April 26, 1999, between AEI Resources, Inc. and Addington Corporate
            Center, LLC*
10.38       Oil and Gas and Coal Seam Gas Lease, dated May 11, 1999, between Appalachian Realty Company
            and Addington Exploration, LLC*
10.39       Oil, Gas and Coal Seam Gas Lease, dated February 26, 1999, between Appalachian Realty Company
            and Addington Exploration, LLC*
10.40       Coal Seam Gas Lease, dated October 20, 1999, between East Kentucky Energy Corporation and
            Addington Exploration, LLC*
10.41       Oil, Gas and Coal Seam Gas Lease, dated August 7, 2000, between Fairview Land Company and
            Addington Exploration, LLC*
10.42       Oil and Gas Lease dated March 31, 2000, between Ayrshire Land Company and Addington
            Exploration, LLC*
10.43       Coal Seam Gas Lease dated September 1, 1999, between Kindill Mining Company and Addington
            Exploration, LLC*
10.44       Oil and Gas Lease dated March 31, 2000, between Ayrshire Land Company and Addington
            Exploration, LLC*
10.45       Oil and Gas Lease dated March 31, 2000, between Meadowlark, Inc. and Addington Exploration, LLC*
10.46       Coal Seam and Gas Lease dated March 10, 1999, between Meadowlark, Inc. and Addington
            Exploration, LLC*
10.47       Oil and Gas Lease dated March 31, 2000, between Kindill Mining, Inc. and Addington
            Exploration, LLC*
10.48       Oil, Gas and Coal Seam Gas Lease dated August 22, 2000, between Meadowlark, Inc. and Addington
            Exploration, LLC*
10.49       Coal Seam Gas Lease dated February 15, 1999, between Ayrshire Land Company and Addington
            Exploration, LLC*
10.50       Coal Seam Gas Lease dated February 1, 1999, between Meadowlark, Inc. and Addington
            Exploration, LLC*
10.51       Coal Seam Gas Lease dated February 1, 1999, between Meadowlark, Inc. and Addington
            Exploration, LLC*
10.52       Coal Seam Gas Lease dated December 1, 1998, between Tennessee Mining, Inc. and Addington
            Exploration, LLC*
10.53       Agreement and Assignment dated as of January 28, 2002, among Addington Exploration, LLC,
            Tennessee Mining, Inc., Addington Enterprises, Inc., and CNX Gas Company, LLC*
10.54       Oil, Gas and Coal Seam Gas Lease dated December 1, 1998, between Tennessee Mining, Inc. and
            Addington Exploration, LLC*
10.55       Agreement and Assignment dated as of January 28, 2002, among Addington Exploration, LLC,
            Tennessee Mining, Inc., Addington Enterprises, Inc., and Knox Energy, LLC*
10.56       Option Agreement, dated May 8, 2002, among 17 West Mining, Inc., Kindill Mining, Inc.,
            Meadowlark, Inc., Old Ben Coal Company and Energy Fuels, LLC*
10.57       Amended and Restated Option Agreement, dated May 8, 2002, between Appalachian Realty Company
            and Energy Fuels, LLC*
12.1        Computation of earnings to fixed charges*
21.1        Subsidiaries of Horizon Natural Resources Company*
23.1        Consent of Marshall Miller & Associates*
24          Powers of attorney (contained on signature pages in Part II)
25          Statement of eligibility and qualification of the Trustee on Form T-1. (incorporated by
            reference to Exhibit T3G of Form T-3 of Horizon Natural Resources Company)*

____________________________
*   To be filed by Amendment.

EX-3

Exhibit 3.1(a)

CERTIFICATE OF INCORPORATION
OF
MARTIKI COAL CORPORATION

          We, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

           FIRST:  The name of the company to Martiki Coal Corporation

          SECOND:   Its registered office In the State of Delaware is located at 100 West Tenth Street, in the City of Wilmington, County of Newcastle. The name and address of its registered agent is the Corporation Trust Company, 100 West Tenth Street, Wilmington. Delaware 19801.

           THIRD:   The nature of the business and objects or purposes to be transacted, promoted or carried on are:

          To do any and all things to the same extent as natural persons might or could do;

           To acquire. own. hold. possess, sell, lease, operate and develop real estate in connection with the development, production, marketing and trading of coal and other elements or hydrocarbons situated within such real estate; to mine, process, market and deal in and with coal, its by-products and hydrocarbons of all kinds; to acquire titles, deeds, grants, decrees, leases, options, right and privileges for lands, minerals, coal, water and timber and all other minerals of whatsoever kind and nature or any of them., and to use, develop, mine and turn the same to account; to acquire, hold, explore, work, develop, produce, lease and otherwise obtain lands and rights and privileges with respect to lands containing coal, water, timber, hydrocarbons and other products and their by-products and to sell, rent, lease and otherwise use, develop and deal in and with such lands, rights and privileges and the coal, water, timber, hydrocarbons, or other products and by-products thereof and to dispose of them or any of them commonly for money or for stocks or bonds or upon execution or for royalties or for any one or more or the foregoing or for any other interest or consideration;

          To purchase or otherwise acquire, own, hold. possess, trade, sell, mortgage, convey, and demise interests in coal lands; to enter into contracts, agreements, binding interest arrangements, sales contracts or any other kind of agreements or contracts dealing with the leasing, exploring, developing, mining, producing, sale or otherwise obtaining lands and rights and privileges with respect to lands containing coal or any other type of minerals susceptible to mining, producing, capturing or otherwise acquiring possession thereof;

           To build, erect, construct, purchase, acquire, equip, lease, own, hold, and operate plants, tipples, conveyors, washing plants and other manufactories for the purpose of extracting, or otherwise treating coal from whatever source, said coal may be derived; to acquire by gift, demise, lease, license, purchase, or in any other lawful manner, plants, tipples, conveyors and manufactories for the purpose of extracting coal hydrocarbons and any other substances from coal, to purchase, acquire, buy, sell, distribute and deal in, both at wholesale and retail, coal and all products and by-products thereof, and to engage in the business or processing and treating any and all products from the same; to explore for, mine and produce and sell coal extracted by any means whether the same be auger, strip mine, shaft mine, or any other method whether now known or hereafter developed.

           To build, erect, equip, purchase, lease, own, in whole or in part, and operate all of the plants, equipment, manufactories, pipelines, appliances or other equipment of every character and description necessary for the carrying on of any of the aforesaid business; to do all things that may be necessary in the general business of leasing, dealing in, marketing. refining, manufacturing and extracting of coal and any by-products thereof.

          To purchase, lease, or otherwise acquire, or own, hold. control, operate and use franchises, easements, grants, powers, permits, rights, licenses, privileges and immunities and other property of every kind and description.

          To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment or any of the objects and the furtherance of any of the powers hereinbefore set forth whether alone or in association with other corporations, firms or individuals and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof, provided the same be not inconsistent with the laws under which this corporation Is organized.

          To acquire, purchase, by subscription or otherwise, and hold for investment or otherwise and to use, sell, assign, transfer, mortgage, pledge, or otherwise deal with and dispose of stocks, bonds, or any other obligations or securities of any corporation or corporations; to merge or consolidate with any corporation in such manner as may be permitted by law; to add in any manner any corporation whose stock, bonds or other obligations are held or in any manner guaranteed by this corporation in which this corporation is in any way interested and to do other acts or things for the preservation, protection, improvement or enhancement of the same or any such stocks, bonds or other obligations; and while owner of any such stocks, bonds or other obligations, to exercise all the rights, powers and privileges of ownership thereof, and to exercise any and all voting powers therein; to guarantee payment or dividends upon any stocks and the principal or interest, or both, of any bonds or other obligations, and the performance of any contracts.

          The business and purpose of the corporation is from time to time to do any one or more of the acts and things hereinbefore set forth, and it shall have the power to conduct and carry on its said business or any part thereof, and to have one or more offices, and to exercise any or all of its corporate powers and rights in the State or Delaware and in the various other states, territories, colonies and dependencies of the United States, in the District of Columbia and in any one or all foreign countries.

          The enumeration herein of the objects and purposes of the corporation shall be construed as powers as well as objects and purposes and shall not be deemed to exclude by reference any powers, objects or purposes which this corporation is empowered to exercise, whether expressly by force of the laws of the State of Delaware now or hereafter in effect or impliedly by the reasonable construction of said laws.

           Notwithstanding any other provision contained in this Certificate of Incorporation, this corporation shall not be authorized to construct, maintain or operate public utilities within the State of Delaware.

           FOURTH:  The total number or shares of stock which the corporation shall have authority to issue is ten thousand (10,000) and the par value of each such share is three thousand dollars ($3,000.00), amounting in the aggregate to thirty million dollars ($30,000,000.00).

           FIFTH:   The minimum amount of capital which the corporation shall commence business with is three thousand dollars ($3,000.00).

           SIXTH:   The names and addresses of the incorporators are as follows:

           Names                           Addresses
Robert E. Thomas            1437 So. Boulder Ave., Tulsa, Okla. 74119
Bruce C. Wilson             1437 So. Boulder Ave., Tulsa, Okla. 74119
Eugene O. Bell              1437 So. Boulder Ave., Tulsa, Okla. 74119

           SEVENTH:  The corporation is to have perpetual existence.

           EIGHTH:  The private property of the stockholders shall not be subject to the corporate debts to any extent whatever.

           NINTH:  The following provisions are inserted for the management of the business and for the conduct of the affairs of this corporation and for the further definition, limitation and regulation of the powers of this corporation and of its directors and stockholders:

           (1)   The number of directors of the corporation shall be such as from time to time fixed by, or in the manner provided In the By-Laws, but shall not be less than three. Election of directors need not be by ballot unless the By-Laws so provide.

           (2)   The Board or Directors shall have power:

     (a)  Without the assistance or vote of the stockholders to make, alter, amend, change, add to, or repeal the By-Laws or this corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon any part of the property of the corporation, to determine the use and disposition of any surplus or net profits, and to fix the times and declaration and payment of dividends;

     (b)  To determine from time to time whether, and to what extent, and what times and places, and under what conditions and regulations, the accounts and books of the corporation (other than the stock ledger) or any of them shall be open to the inspection of stockholders.

           (3)   The directors in their discretion may submit any contract and use for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such contract, and any contract that shall be approved or ratified by the vote of holders of a majority or the stock of the corporation which is represented in person or by proxy at such meeting (provided that a lawful quorum be there represented in person or by proxy) shall be as valid and as binding upon the corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the corporation, whether or not the contract or act would otherwise be open to legal attack because of directors interests, or for any other reason.

           (4)   In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise and to do all things as may be exercised or done by the corporation, subject, nevertheless, to the provisions or the statutes of Delaware, or this certificate and to any By-Laws from time to time made by the stockholders, provided, however, that no By-Laws so made shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been made.

           TENTH:  Any person made a party to any, action, suit or proceeding or by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of this corporation shall serve as such at the request of this corporation and shall be indemnified by the corporation 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 that such director or employee is liable for negligence or misconduct in the performance of his duties. such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled by law.

           ELEVENTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereinafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

           IN WITNESS WHEREOF, we have hereunto set our hands and seals this the 28th day of February, 1974.

Robert E. Thomas         /s/ Robert E. Thomas            (L.S.)
Bruce C. Wilson          /s/ Bruce C. Wilson             (L.S.)
Eugene O. Bell           /s/ Eugene O. Bell              (L.S.)

CERTIFICATE OF AMENDMENT
OF
MARTIKI COAL CORPORATION

           Martiki Coal 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 the Board of Directors of said corporation, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, That the Certificate of Incorporation of Martiki Coal Corporation be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the Corporation is 17 West Mining, Inc.

           SECOND:  That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

           THIRD:   That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

           IN WITNESS WHEREOF, said Martiki Coal Corporation has caused this certificate to be signed by John Lynch, its Secretary, this 2nd day of December, 1998.

MARTIKI COAL CORPORATION

By:  /s/ John Lynch
Title:  Secretary

EX-3

Exhibit 3.1(b)

AMENDED AND RESTATED BYLAWS

OF

17 WEST MINING, INC.

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.2(a)

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ACECO, INC.

Pursuant to the provisions of KRS 271B.10.010, et seq., the undersigned corporation executes these Restated and Amended Articles of Incorporation and states that each and every article is being amended, the text of which amendments are set forth below. The undersigned corporation further states that the following Amended and Restated Articles of Incorporation were adopted by the sole shareholder of the corporation on January 15, 1998, in the manner prescribed by the Kentucky Business Corporation Act.

          1. Corporate Name. The Corporation's name shall be Aceco, Inc.

          2. Authorized Shares. The Corporation shall have authority to issue One Thousand (1,000) shares of no par value common stock.

          3. Registered Office and Agent. The street address of the Corporation's registered office shall be 109 Broadway, Hazard, Kentucky 41701. The name of the Corporation's registered agent at that office shall be Ronald G. Combs.

          4. Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

          5. Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

          6. Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person’s conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

          7. Limitation of Director Liability.

                     (a) Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b) Nothing in Article 7 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                                (i) Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                                (ii) Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                                (iii) Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                                (iv) Any transaction from which the director derived an improper personal benefit.

These Amended and Restated Articles of Incorporation supercede the original Articles of Incorporation and all amendments thereto.

The number of shares of the corportion outstanding at the time of such adoption was 1,000; and the number of shares entitled to vote thereon was 1,000.

The number of shares voted for such amendment was 1,000; and the number of shares voted against such amendment was zero.

ACECO, INC.


By: /s/ John Lynch, Secretary
Date: 1/30/98

STATE OF KENTUCKY

COUNTY OF BOYD

I, the undersigned Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that John Lynch as Secretary personally appeared before me, and after having been duly sworn, declared and acknowledged and verified the foregoing Amended and Restated Articles of Incorporation of Aceco, Inc. as of the _____ day of January, 1998.

My commission expires:______________________

____________________________________
NOTARY PUBLIC, STATE AT LARGE,
KENTUCKY

Prepared by:

/s/ Thomas C. Walker
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.2(b)

AMENDED AND RESTATED BYLAWS

OF

ACECO, INC.

SECTION 1

Meetings of Shareholders

           1.1   The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2   The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3   Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1   The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2   Meetings of the Board of Directors may be called by the President or by any director.

           2.3   Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1   The Corporation shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2   The President shall

                    (a)   Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                    (b)   Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                    (c)   Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                    (d)   Have such other powers and duties as the Board of Directors may assign to him.

           3.3   The Secretary shall

                    (a)   Issue notices of all meetings for which notice is required to be given,

                    (b)   Keep the minutes of all meetings and have charge of the corporate record books, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4   The Treasurer shall

                    (a)   Have the custody of all funds and securities of the Corporation,

                    (b)   Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5   Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1   Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2   Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.3(a)

ARTICLES OF INCORPORATION
OF
ADDINGTON MINING, INC.

           1.     Corporate Name. The Corporation's name shall be Addington Mining, Inc.

           2.     Authorized Shares. The Corporation shall have authority to issue One Thousand (1,000) shares of no par value common stock.

           3.     Registered Office and Agent. The street address of the Corporation's initial registered office shall be 2700 Lexington Financial Center, Lexington, Kentucky 40507. The name of the Corporation's initial registered agent at that office shall be BTH Inc., Lexington.

           4.     Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

           5.     Incorporator. The name and mailing address of the incorporator are: Paul E. Sullivan, 2700 Lexington Financial Center, Lexington, Kentucky 40507.

           6.     Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

           7.     Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person's conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

           8.     Limitation of Director Liability.

                     (a)     Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b)     Nothing in Article 9 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                               (i)     Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                               (ii)     Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                               (iii)     Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                               (iv)     Any transaction from which the director derived an improper personal benefit.

/s/ Paul E. Sullivan
Paul E. Sullivan, Incorporator

Date:   October 17, 1997

Prepared by:

/s/ Jeff Jefferson
Brown, Todd & Heyburn PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION

           Addington Mining, Inc., a corporation organized and existing under and by virtue of the Kentucky Business Corporation Act,

           DOES HEREBY CERTIFY:

           FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable the following amendment to the Articles of Incorporation of said corporation:

RESOLVED, that the Articles of Incorporation of Addington Mining, Inc. be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

1.     "The name of the corporation is HNR Mining, Inc."

           SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of KRS 271B.7-040 AND KRS 271B.10-030.

           THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of the Kentucky Business Corporation Act.

           IN WITNESS WHEREOF, the Undersigned has executed this Certificate of Amendment to Articles of Incorporation, this 10th day of June, 2002.

Addington Mining, Inc.

By: /s/ Donald P. Brown

Name: Donald P. Brown

Title: President

EX-3

Exhibit 3.3(b)

BYLAWS

OF

ADDINGTON MINING, INC.

1. Meetings of Shareholders

           1.1     Except as the Board of Directors may otherwise designate, the annual meeting of the shareholders of the Corporation shall be held at 10:00 a.m. on March 15 in each year if not a Saturday, Sunday or legal holiday, and if a Saturday, Sunday or legal holiday, then on the next day not a Saturday, Sunday or legal holiday.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal office.

2. Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the majority vote of a quorum of shareholders who are present in person or by proxy at a meeting held to elect directors.

           2.2     Meetings of the Board of Directors may be called by the President/Chief Executive Officer or by any director.

           2.3     Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time and place of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting, or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

           3.1     The Corporation shall have a President/Chief Executive Officer, a Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom shall be appointed by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

           3.2     The President shall have:

                     (a)     General charge and authority over the business of the Corporation, subject to the direction of the Board of Directors;

                     (b)     Authority to preside at all meetings of the shareholders and of the Board of Directors;

                     (c)     Authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, including, without limitation, any deed conveying title to any real estate owned by the Corporation and any contract for the sale or other disposition of any such real estate, and;

                     (d)     Such other powers and duties as the Board of Directors may assign.

           3.3     The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President/Chief Executive Officer in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President/Chief Executive Officer may assign to them.

           3.4     The Secretary shall:

                     (a)     Issue notices of all meetings for which notice is required to be given;

                     (b)     Have responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the Corporation;

                     (c)     Have charge of the corporate record books; and

                     (d)     Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

           3.5     The Treasurer shall:

                     (a)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (b)     Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

           3.6     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President/Chief Executive Officer may assign.

4. Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President/Chief Executive Officer.

           4.2     Certificates representing shares of the Corporation shall be signed (either manually or in facsimile) by the President/Chief Executive Officer and by the Secretary or Treasurer.

           4.3     Transfer of shares shall be made only on the stock transfer books of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.4(a)

CERTIFICATE OF INCORPORATION

OF

AMERICOAL SERVICES COMPANY

ARTICLE ONE

           The name of the corporation is Americoal Services Company (hereinafter called the "Corporation").

ARTICLE TWO

           The address of the Corporation's registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

           The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

           The total number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, without par value.

ARTICLE FIVE

           The name and mailing address of the incorporator is as follows:

Name
Eileen C. McNamara Address
c/o Kirkland & Ellis
55 East 52nd Street
16th Floor
New York, NY 10055

ARTICLE SIX

           The directors shall have the power to adopt, amend or repeal By-Laws, except as may otherwise be provided in the By-Laws.

ARTICLE SEVEN

           The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

           The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

           The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

           I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of November, 1992.

/s/ Eileen C. McNamara
Sole Incorporator

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

           AMERICOAL SERVICES COMPANY , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

           The Board of Directors of AMERICOAL SERVICES COMPANY adopted the following resolution on the1st day of October, 1993

           Resolved, that the registered office of AMERICOAL SERVICES COMPANY in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this, corporation at the address of its registered office.

           IN WITNESS WHEREOF, Americoal Services Company has caused this statement to be signed by James W. Mahler its President and attested by Michael A. Kafoury its Secretary this 1st day of October, 1993.

By     /s/ James W. Mahler                      
          President

ATTEST:

By     /s/ Michael A. Kafoury                      
          Secretary

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
AMERICOAL SERVICES COMPANY

           James W. Mahler and Michael A. Kafoury, being the President and Secretary, respectively, of Americoal Services Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), do hereby certify as follows:

                     FIRST:     That the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") is hereby amended by amending Article One in its entirety to read as follows:

"ARTICLE ONE"

                     The name of the corporation is Americoal Development Company (hereinafter called the "Corporation").

                     SECOND:     That the Board of Directors of the Corporation approved the foregoing amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware and directed that the amendment be submitted to the stockholders of the Corporation for their consideration and approval.

                     THIRD:     That the stockholders of the Corporation approved the foregoing amendment in accordance with sections 228 (c) and 242 of the General Corporation Law of the State of Delaware.

                     IN WITNESS THEREOF, the undersigned, being the President and Secretary hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment of Certificate of Incorporation this 13th day of June, 1994.

AMERICOAL SERVICES COMPANY

By:    /s/ James W. Mahler
          President

ATTEST:

By     /s/ Michael A. Kafoury
          Secretary

EX-3

Exhibit 3.4(b)

AMENDED AND RESTATED BYLAWS

OF

AMERICOAL DEVELOPMENT COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.5(a)

ARTICLES OF INCORPORATION
OF
KSRR CORPORATION

          We, the undersigned, acting as incorporators of a corporation under the Kentucky Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

           FIRST: The name of the corporation is:

                     KSRR Corporation

           SECOND: The period of its duration is perpetual.

           THIRD: The purpose or purposes for which the corporation is organized are:

          To engage in the transaction of any and all lawful business for which corporations may be incorporated under the provisions of the Kentucky Business Corporations Act.

          FOURTH: The aggregate number of shares which the corporation shall have authority to issue is one thousand (1000) of the par value of One Dollar ($1.00) each.

           FIFTH: The preemptive rights to shareholders to acquire additional or treasury shares of the corporation are denied.

          SIXTH: The post office address of its initial registered office is Kentucky Home Life Building, c/o CT Corporation System, Louisville, Kentucky 40202, and the name of its initial registered agent at such address is CT Corporation System.

          SEVENTH: The number of directors constituting the initial Board of Directors of the corporation is three (3) 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 are:

NAME

D.P. Bellum

C.B. Stone, Jr.

P.C. Wolf POST OFFICE ADDRESS

7000 South Yosemite Street
Englewood, Colorado 80112
7000 South Yosemite Street
Englewood, Colorado 80112
7000 South Yosemite Street
7000 South Yosemite Street

           EIGHTH: The name and post office address of each incorporator is:

NAME

K. J. Casto

P.J. Fitzgibbon

S.L. Arnold POST OFFICE ADDRESS

1700 Broadway
Denver Colorado 80290
1700 Broadway
Denver Colorado 80290
1700 Broadway
Denver Colorado 80290

Dated: November 19, 1984

/s/ K.J. Casto, Incorporator
/s/ P. J. Fitzgibbon, Incorporator
/s/ S.L. Arnold, Incorporator

State of Colorado

County of Denver )
)
)

          I, Corinne M. Lude, a notary public, do hereby certify that on this 19th day of November, 1984, personally appeared before me, K.C. Casto, P.J. Fitzgibbon, and S.L. Arnold who being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

/s/ Corinne M. Lude, Notary Public
My commission expires: 2/7/85

Prepared by: /s/ William H. Cann, Attorney
                     7000 South Yosemite Street
                     Englewood, CO 80112

ARTICLES OF MERGER

OF

SOUTHERN REALITY RESOURCES, INC.
an Alabama corporation

INTO

KSRR CORPORATION
a Kentucky corporation

          Pursuant to KRS 271A.385, the undersigned domestic and foreign corporations adopt the following Articles of Merger:

           FIRST: The names of the undersigned corporations and the States under the laws of which they are respectively organized are as follows:

Name of Corporation

KSRR Corporation
Southern Realty Resources, Inc. State

Kentucky
Alabama

           SECOND: The laws of the State of A1abama under which the foreign corporation is organized, permit such merger.

           THIRD: The name of the surviving corporation is KSRR Corporation; and such corporation is to be governed by the laws of the State of Kentucky.

          FOURTH: The plan of merger as set forth in Exhibit A attacbed hereto and made a part hereof was approved by the shareholders of the undersigned domestic corporation on the 10th day of December, 1984, in the manner prescribed by the Kentucky Revised Statutes, and was approved by the undersigned foreign corporation on the 10th day of December, 1984, in the manner prescribed by the laws of the State under which it is organized.

           FIFTH: As to each participating corporation, the number of shares outstanding and the number of shares entitled to vote on such plan, and the number of such shares voted for, and against the plan are as follows:

                                 Number of Shares     Number of Shares
   Name of Corporation            Outstanding          Entitled to Vote   Voted For   Voted Against

KSRR Corporation                   1,000               1,000                 1,000      None
Southern Realty Resources, Inc.    1,000               1,000                 1,000      None

           SIXTH: If the shares of any class were entitled to vote as a class, the designation and number of the outstanding shares of each such. class, and the number of shares of each such class voted for and against the plan, are as follows:

         Name of             Designation of
       Corporation               Class              Number of Shares          Voted For     Voted Against
- -------------------------- ------------------- ---------------------------- -------------- -------------------
                                                      INAPPLICABLE

Dated the 11th day of December, 1984.

KSRR CORPORATION


By: /s/ Chester B. Stone, Jr.
Its Vice President

and

/s/ W. H. Cann
Its Secretary


SOUTHERN REALTY RESOURCES, INC.


/s/ W. L. Bridgman
Its Vice President

and

/s/ C.A. Gardiner
Its Assistant Secretary

STATE OF COLORADO

COUNTY OF ARAPAHOE )
)
)
ss.

          I, Nancy L. Novotny, a notary public, do hereby certify that on this 11th day of December, 1984, personally appeared before me Chester B. Stone, Jr., who, being by me first duly sworn, declared that he is the Vice President of KSRR Corporation, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

Nancy L. Novotny
Notary Public

Address:

7000 South Yosemite Street
Englewood, Colorado 80112

My commission expires: illegible

State of Colorado

County of Arapahoe )
)
)
ss.

          I, Nancy L. Novotny, a notary public, do hereby certify that on this 11th day of December, 1984, personally appeared before me W. L. Bridgeman, who, being by me first duly sworn, declared that he is the Vice President of Southern Realty Resources, Inc., that he signed the foregoing document as Vice President of corporation, and that the statemetns therein contained are true.

Nancy L. Novotny
Notary Public

Address:

7000 South Yosemite Street
Englewood, Colorado 80112

My commission expires: illegible

This document was prepared by W. H Cann

/s/ W.H. Cann
(Signature of Counsel)

Exhibit A

Plan of Merger

          Southern Realty Resources, Inc., an Alabama corporation (“Realty”), all of the 1,000 outstanding shares of which are owned by Cyprus Coal Company, a Delaware corporation, shall be merged into KSRR Corporation, a Kentucky corporation (“KSRR”), all of the 1,000 outstanding shares of which are owned by Realty, and KSRR shall be the surviving corporation.

          The merger of Realty into KSRR is conditional upon the approval of this Plan of Merger by the Boards of Directors and the stockholders of both Realty and KSRR and the filing of the Articles of Merger with each of the Secretary of State of the Commonwealth of Kentucky in accordance with the provisions of Sections 271A.370 and 271A.385 of the Kentucky Revised Statutes and the Secretary of State of the State of Alabama in accordance with the provisions of Section 88, Art. No. 80-633 known as the Alabama Business Corporation Act. The merger shall be effective as of the close of business on December 31, 1984.

          Upon the effectiveness of the merger, each oustanding share of KSRR shall be cancelled and each outstanding share of Realty shall be converted tinto one share of the stock of KSRR.

          Upon the effectiveness of the merger the Articles of Incorporation of KSRR shall be amended so as to change the name of the surviving corporation. Article FIRST of said Articles of Incorporation is hereby amended to read as follows:

"FIRST: The name of the corporation is: SOUTHERN REALTY RESOURCES, INC."

Subsequent to the effectiveness of the merger, such Articles of Incorporation as so amended shall be the Artcles of Incorporation of the surviving corporation until changed as provided by law.

STATEMENT OF

ASSUMPTION OF LIABILITY

KSRR Corporation, a corporation organized under the laws of the Comonwealth of Kentucky, into which Southern Realty Resources, Inc., an Alabama corporation, is being merged and the name of which will be changed, effective on such merger, to Southern Realty Resources, Inc., does hereby guarantee that it will file or cause to be filed, all required reports and returns and does assume the liability for and guarantee the payment of all taxes accrued or owing of Southern Realty Resource, Inc., the Alabama corporation.

KSRR Corporation
/s/ Chester B. Stone, Jr.,
Vice President

ACKNOWLEDGEMENT

State of Colorado

County of Arapahoe )
)
)
ss.

          The foregoing instrument was acknowledged before ?me this 11th day of December, 1984 by Chester B. Stone, Jr., Vice President of KSRR Corporation, a Delaware corporation, on behalf of the corporation.

           Witness my hand and official seal.

Nancy L. Novotny
Notary Public

Address:

7000 South Yosemite Street
Englewood, Colorado 80112

My commission expires:
October 15, 1988

ARTICLES OF MERGER
OF
HENDERSON MINING COMPANY
a Delaware corporation
INTO
SOUTHERN REALTY RESOURCES, INC
a Kentucky corporation

Pursuant to Kentucky Revised Statutes 271A.385, the undersigned domestic and foreign corporations adopt the following Articles of Merger:

FIRST: The names of the undersigned corporations and the States under the laws of which they are respectively organized are as follows:

Name of Corporation

Henderson Mining Company
Southern Realty Resources, Inc. State

Delware
Kentucky

SECOND: The laws of the State of Delware, under which the foreign corporation is organized, permit such merger.

THIRD: The name of the surviving corporation is Southern Realty Resources, Inc.; and such corporation is to be governed by the laws of the State of Kentucky.

FOURTH: The plan of merger as set forth in Exhibit A attached hereto and made a part hereof was approved by the shareholder of the undersigned domestic corporation on the 16th day of December, 1985, in the manner prescribed by the Kentucky Revised Statutes, and was approved by the undersigned foregoing corporation on the 16th day of December, 1985, in the manner prescribed by the laws of the State under which it is organized.

FIFTH: As to each participating corporation, the number of shares outstanding and the number of shares entitled to vote on such plan, and the number of such shares entitled to vote on such plan, and the number of such shares voted for and against the plan are as follows:

                                    Number of Shares   Number of Shares        Voted          Voted
       Name of Corporation          Outstanding        Entitled to Vote         For          Against
- ---------------------------------- ------------------- --------------------- --------------- --------------------
Henderson Mining Company           1,000               1,000                 1,000           None
Southern Realty Resources, Inc.    1,000               1,000                 1,000           None

Dated the 16th day of December, 1985.

SOUTHERN REALTY RESOURCES, INC.

BY: /s/ Chester B. Stone, Jr.
       Chester B. Stone, Jr.
       Its Executive Vice President

and /s/ Deborah J. Friedman
       Deborah J. Friedman
       Its Assistant Secretary

HENDERSON MINING COMPANY


By: /s/ Chester B. Stone, Jr.
       Chester B. Stone, Jr.
       Its Executive Vice President

and /s/ Deborah J. Friedman
       Deborah J. Friedman
       Its Assistant Secretary

State of Colorado

County of Arapahoe )
)
)
ss.

          I, Julie Lynn Bury, a notary public, do hereby certify that on this 16th day of December, 1985, personally appeared before me Chester B. Stone, Jr., who, being by me first duly sworn, declared that he is the Executive Vice President of Southern Realty Resources, Inc., that he signed the foregoing document as Executive Vice President of the corporation and that the statements therein contained are true.

/s/ Julie Lynn Bury
Notary Public

{Notarial Seal}

State of Colorado

County of Arapahoe )
)
)
ss.

          I, Julie Lynn Bury, a notary public, do hereby certify that on this 16th day of December, 1985, personally appeared before me Chester B. Stone, Jr., who, being by me first duly sworn, declared that he is the Executive Vice President of Henderson Mining Company, that he signed the foregoing document as Executive Vice President of the corporation and that the statements therein contained are true.

/s/ Julie Lynn Bury
Notary Public

{Notarial Seal}

Exhibit A

PLAN AND AGREEMENT OF MERGER

          PLAN AND AGREEMENT OF MERGER, dated this 16th day of December, 1985, pursuant to Section 252 of the General Corporation Law of the State of Delaware and Kentucky Revised Statutes 273A.385, between Southern Realty Resources, Inc., a Kentucky corporation and Henderson Mining Company, a Delaware corporation.

          WITNESSETH that:

           WHEREAS, all of the constituent corporations desire to merge into a single corporation; and

          WHEREAS, said Southern Realty Resources, Inc. a corporation organized under the laws of the Commonwealth of Kentucky had its certificate of incorporation, under its then name KSRR Corporation, filed in the office of the Secretary of State of Kentucky on November 21, 1984, and has an authorized capital stock consisting of One Thousand (1,000) shares of the par value of One Dollar ($1.00) each, all of one class, amounting in the aggregate to One Thouand Dollars ($1,000) of which stock One Thouand (1,000) shares are not issued and oustanding and such shares shall remain issued and oustanding; and

          WHEREAS, said Henderson Mining Company, a corporation organized under the laws of the State of Delaware, had its certificate of incorporation under its then name Emway Land Company, filed in the office of the Secretary of State of Delaware on June 11, 1980, and recorded in the office of the Recorder of Deeds for the county of Kent on June 11, 1980, and has an authorized capital stock consisting of One Thousand (1,000) shares of the par value of One Dollar ($1.00) each, all of one class, amounting in the aggregate to One Thousand Dollars ($1,000) of which stock One Thousand (1,000) shares of such common stock are now issued and outstanding; and

          WHEREAS, the registered office of said Southern Realty Resources, Inc. in the State of Kentucky is located at Kentucky Home Life Building in the City of Louisville, County of Jefferson, and the name and address of its registered agent is CT Corporation System; and the registered office of Henderson Mining Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, and the name of its registered agent at such address is The Corporation Trust Company:

          NOW, THEREFORE, the corporations, parties to this agreement in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribed the terms and conditions of said merger and mode of carrying the same into effect as follows:

           FIRST, Southern Realty Resources, Inc. hereby merges into itself Henderson Mining Company and said Henderson Mining Company shall be and hereby is merged into Southern Realty Resources, Inc., which shall be the surviving corporation.

          SECOND, the Certificate of Incorporation of Southern Realty Resources, Inc., as heretofore amended and as in effect on the date of the merger provided for in this agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

          THIRD, each share of common stock of the surviving corporation, which shall be issued and outstanding on the effective date of the merger, shall remain issued and outstanding. Each issued share of common stock of the merged corporation shall, upon the effective date of the merger, be cancelled.

           FOURTH, the terms and conditions of the merger are as follows:

                     (a) The by-laws of the surviving corporation as they shall exist on the effective date of this agreement shall be and remain the by-laws of the surviving corporation until the same shall be altered, amended or repealed as therein provided.

                     (b) The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and quallified.

                     (c) This merger shall become effective at the opening of business on January 2, 1985.

                     (d) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations, and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors and assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action.

                     (e) The surviving corporation may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Henderson Mining Company as well as enforcement of any obligation of the surviving corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of Section 262 of Title 8 of the Delaware Code of 1953; and it does hereby irrevocably appoint the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is 7200 South Alton Way, Englewood, Colorado 80112 until the surviving corporation shall have hereafter designated in writing to the said Secretary of State a different address for such purpose. Service of such process may be made by personally delivering to and leaving with the Secretary of State of Delaware duplicate copies of such process, one of which copies the Secretary of State of Delaware shall forthwith send by registered mail to said Southern Realty Resources, Inc. at the above address.

          IN WITNESS WHEREOF, the parties to this agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective boards of directors have caused these presents to be executed by the Executive Vice President and attested by the Assistant Secretary of each party hereto as the respective act, deed and agreement of said corporations on this 16th day of December, 1985.

HENDERSON MINING COMPANY


By: /s/ Chester B. Stone, Jr.
       Chester B. Stone, Jr.
       Executive Vice President

Attest:
By: /s/ Deborah J. Friedman
       Deborah J. Friedman
       Assistant Secretary

SOUTHERN REALTY RESOURCES, INC.


By: /s/ Chester B. Stone, Jr.
       Chester B. Stone, Jr.
       Executive Vice President

Attest:
By: /s/ Deborah J. Friedman
       Deborah J. Friedman
       Assistant Secretary

State of Colorado
County of Arapahoe

          I, Julie Lynn Bury, a Notary Public, doe hereby certify that before me this day in person appeared Chester B. Stone, Jr., personally known to me to be the Exective Vice President of Henderson Mining Company, a Delaware corporation, and Deborah J. Friedman, personally known to me to be the Assistant Secretary of said corporation, and each and severally acknowledged that they signed and delivered the foregoing Plan and Agreement of Merger in the respective capacities herein set forth and caused to be affixed thereto the corporate seal of said corporation, pursuant to authority given under the certificate of incorporation and bylaws of the corporation, as the free and voluntary act of said corporation, and as their own free and voluntary act, for the uses and purposes therein set forth.

           Given under my hand and seal this 16th day of December, 1985.

/s/ Julie Lynn Bury
Notary Public

My Commission Expires: July 29, 1989

(SEAL)

State of Colorado
County of Arapahoe

          I, Julie Lynn Bury, a Notary Public, doe hereby certify that before me this day in person appeared Chester B. Stone, Jr., personally known to me to be the Exective Vice President of Southern Realty Resources, Inc., a Kentucky corporation, and Deborah J. Friedman, personally known to me to be the Assistant Secretary of said corporation, and each and severally acknowledged that they signed and delivered the foregoing Plan and Agreement of Merger in the respective capacities herein set forth and caused to be affixed thereto the corporate seal of said corporation, pursuant to authority given under the certificate of incorporation and bylaws of the corporation, as the free and voluntary act of said corporation, and as their own free and voluntary act, for the uses and purposes therein set forth.

           Given under my hand and seal this 16th day of December, 1985.

/s/ Julie Lynn Bury
Notary Public

My Commission Expires: July 29, 1989

(SEAL)

          I, Deborah J. Friedman, Assistant Secretary of Southern Realty Resources, Inc., a corporation organized and existing under the laws of the Commonwealth of Kentucky, hereby certify, as such Assistant Secretary, that the Plan and Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of Henderson Mining Company, a corporation of the State of Delaweare was duly adopted pursuatnt to Section 228 of Title 8 of the Delaware Code of 1953, by the written consent of the stockholder holding all of the shares of the capital stock of the corporation issued and outstanding having voting power, which Plan and Agreement of Merger was thereby adopted as the act of the stockholder of said Southern Realty Resources, Inc., and the duly adopted agreement and act of the said corporation.

           WITNESS my hand on this 16th day of December, 1985.

/s/ Deborah J. Friedman
Assistant Secretary

          The foregoing Plan and Agreement of Merger having been duly adopted by the stockholders of Southern Realty Resources, Inc., a Kentucky corporation and the fact of adoption thereof as aforesaid having been duly certified thereon by the Assistant Secretary of Southern Realty Resources, Inc., all in compliance with Kentucky law, and having been duly adopted by the stockholder of Henderson Mining Company, a Delaware corporation, and the fact of adoption thereof as aforesaid having been duly certified in the attached Articles of Merger by the Assistant Secretary of Henderson Mining Company, all in compliance with Delaware law, said Plan and Agreement of Merger is hereby executed by each of the parties by its duly authorized officers under its respective corporate seal, this 16th day of December, 1985.

SOUTHERN REALTY RESOURCES, INC.


By: /s/ Chester B. Stone, Jr.
       Chester B. Stone, Jr.
       Executive Vice President

Attest:
By: /s/ Deborah J. Friedman
       Deborah J. Friedman
       Assistant Secretary

HENDERSON MINING COMPANY


By: /s/ Chester B. Stone, Jr.
       Chester B. Stone, Jr.
       Executive Vice President

Attest:
By: /s/ Deborah J. Friedman
       Deborah J. Friedman
       Assistant Secretary

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SOUTHERN REALTY RESOURCES, INC.

          It is hereby certified that:

          1. The name of the corporation (hereinafter called the "Corporation") is Southern Realty Resources, Inc.

          2. The Articles of Incorporation of the Corporation are hereby amended by striking out the entire Article FIRST thereof and by substituting in lieu of said Article the following new Article:

                     FIRST: The name of the corporation is: Cyprus Southern Realty Corporation."

          3. The Amendment of the Articles of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 271A.665 and 271A.395 of the Kentucky Business Corporation Act.

          4. The effective date of the Amendment herein certified shall be the date of filing.

           Signed and attested to on June 5, 1987.

By: /s/ Chester B. Stone, Jr.
       Chester B. Stone, Jr.
       Executive Vice President

Attest:
By: /s/ Deborah J. Friedman
       Deborah J. Friedman
       Assistant Secretary

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CYPRUS SOUTHERN REALTY CORPORATION

It is hereby certified that:

          1. The name of the Corporation (hereinafter called the "Corporation") is Cyprus Southern Realty Corporation.

          2. The Articles of Incorporation of the Corporation are hereby amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

           "First: The name of the corporation is: "Appalachian Realty Company."

          3. The Amendment of the Articles of Incorporation herein certified has been duly adopted in accordance with the provisions of KRS 271B.7-040 and KRS 271B.8-210 of the Kentucky Business Corporation Act. This Amendment of the Articles of Incorporation herein certified was adopted on June 29, 1998 by unanimous written action of the Board of Directors and by unanimous written action of the sole shareholder on June 29, 1998.

          4. The effective date of the Amendment herein certified shall be the date of filing.

           Signed and attested this the 30th day of June, 1998.

CYPRUS SOUTHERN REALTY
CORPORATION


BY: /s/ William H. Haselhoff
TITLE: Vice President of Administration

Attest:

By: /s/ Vic Grubb

Title: Treasurer

EX-3

Exhibit 3.5(b)

AMENDED AND RESTATED BYLAWS

OF

APPALACHIAN REALTY COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director. 2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.6(a)

CERTIFICATE OF INCORPORATION

OF

AYRSHIRE LAND COMPANY

          1. The name of the corporation is: Ayrshire Land Company

          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 he 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 shall be One Hundred Dollars ($100.00) amounting in the aggregate to one Hundred Thousand Dollars ($100,000.00).

          5. The board of directors is authorized to make, alter or repeal the by?laws of the corporation. Election of directors need not be by written ballot.

          6. To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as director. Any repeal or modification of this Article shall not adversely affect any right or protection of an existing director at the time of such repeal or modification.

          7. The name and mailing address of the incorporator is:

Raymond J. Cooke
AMAX Inc.
AMAX Center
Greenwich, CT 06830

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of June, 1987.

/s/ Raymond J. Cooke
Raymond J. Cooke

CERTIFICATE OF MERGER
OF
BRAYTON LAND COMPANY AND HICKORY LAND COMPANY
INTO
AYRSHIRE LAND COMPANY

          The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

           FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME

Ayrshire Land Company
Brayton Land Company
Hickory Land Company STATE

Delaware
Delaware
Delaware

          SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General corporation Law of the State of Delaware.

           THIRD: The name of the surviving corporation of the merger is Ayrshire Land Company.

          FOURTH: That the Certificate of incorporation of Ayrshire Land Company, a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

          FIFTH: That the executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 251 North Illinois Street, Indianapolis, IN 46206-0967.

           SIXTH: That a copy of the agreement of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

Dated: January 30, 1990

AYRSHIRE LAND COMPANY


By /s/ Helen M. Feeney
       Vice President

ATTEST:

By: /s/ Illegible
Assistant Secretary

EX-3

Exhibit 3.6(b)

AMENDED AND RESTATED BYLAWS

OF

AYRSHIRE LAND COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.7(a)

STATE OF DELAWARE
CERTIFICATE OF FORMATION OF
BASSCO VALLEY, LLC

           FIRST:     The name of the limited liability company is BASSCO VALLEY, LLC.

           SECOND:     The address of its registered office in the state of Delaware is 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.

           THIRD:     Under the limited liability company agreement, the members have agreed that no member, as such shall have the authority to bind the limited liability company.

           IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Bassco Valley, LLC, this 9th day of October, 1996.

/s/ Lori A. Dixon
Lori A. Dixon,
Authorized Person

CERTIFICATE TO RESTORE TO GOOD STANDING
FOR A DELAWARE LIMITED LIABILITY COMPANY
PURSUANT TO TITLE 6, SECTION 18-1107

           1.     The name of the limited liability company is Bassco Valley, LLC.

           2.     The date the original Certificate of Formation was filed with the Delaware Secretary of State was 10/9/1996.

           3.     The undersigned Authorized Person of the above-named Limited Liability Company hereby certifies that this Limited Liability Company is paying all annual taxes, penalties and interest due to the State of Delaware.

           4.     The undersigned Authorized Person hereby requests that this Limited Liability Company be restored to good standing.

/s/ William H. Haselhoff
Authorized Person

William H. Haselhoff, Secretary/Treasurer
of Hayman Holdings, Inc.
sole Member and Manager of
Bassco Valley, LLC

EX-3

Exhibit 3.7(b)

FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
BASSCO VALLEY, LLC

A DELAWARE LIMITED LIABILITY COMPANY

EFFECTIVE AS OF SEPTEMBER 16, 1997

FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

           THIS LIMITED LIABILITY COMPANY AGREEMENT of BASSCO VALLEY, LLC (the "Company") was made and entered into as of the 9th day of October, 1996, by and among the Company, Ronnie G. Dunnigan ("Dunnigan") , Harold E. Sergent ("Sergent"), and Gary Barker ("Barker") , and is hereby amended and restated by and among the Company, Dunnigan, Barker and Hayman Holdings, Inc., a Kentucky corporation ("Hayman").

RECITALS:

           A.   The Company was formed by filing a Certificate of Formation with the Delaware secretary of State on October 9, 1996.

           B.   Dunnigan, Sergent and Barker formed the Company to invest in and hold stock in Kindill Mining Company ("Kindill").

           C.   After the formation of the Company certain events have occurred as more specifically set forth in Sections 2.6 through 2.9.

           D.   The Company and the other parties to this agreement desire to establish certain rules regarding (i) the operation of the Company and (ii) the rights, duties, limitations, qualifications and relations among the parties to this agreement, their assignees and transferees, and the company.

AGREEMENT:

          In consideration of the above Recitals, which are incorporated herein by this reference, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this agreement hereby agree as follows:

ARTICLE 1.

DEFINITIONS

          The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein);

           1.1   "Act" shall mean the Delaware Limited Liability Company Art at Delaware code Annotated § 18-101 et seq.

           1.2   "Agreement" shall mean this Limited Liability Company Agreement as originally executed and as amended from time to time.

           1.3   "Capital Account" as of any given date shall mean the capital contribution to the Company by an Equity Owner as adjusted up to the date in question pursuant to Article 7.

           1.4   "Capital Interest" shall mean the proportion that an Equity Owner's positive Capital Account bears to the aggregate positive Capital Accounts of all Equity Owners whose Capital Accounts have positive balances as may be adjusted from time to time.

           1.5   "Certificate of Formation" shall mean the Certificate of Formation of Bassco Valley, LLC as filed with the Secretary of State of Delaware pursuant to the Act, as amended from time to time.

           1.6   "Code" shall mean the Internal Revenue Code of 1986 or corresponding provisions of subsequent superseding federal revenue laws.

           1.7   "Company" shall refer to Bassco Valley, LLC.

           1.8    "Distributable Cash" shall mean all cash, revenues and funds received by the Company, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred incident to the normal operation of the Company's business; and (iii) such reserves as the Manager in its discretion deems necessary to the proper operation of the Company's business.

           1.9   "Economic Interest" shall mean an Equity Owner's share of one or more of the company's net profits, net losses and distributions of the Company's assets pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including, (i) the right to vote on, consent to or otherwise participate in any decision of the Members or Managers; (ii) the right to vote on the continuation of the Company following a "Withdrawal Event," as defined in and in accordance with Section 10.1 (c); and (iii) the right to receive information furnished to Members by the Manager.

           1.10   "Economic Interest Owner" shall mean the owner of an Economic Interest who is not a Member (including, but not limited to, an assignee of all or a part of a Member's Membership Interest who is not admitted to the Company as a Member in accordance with the terms of this Agreement).

           1.11   "Entity" shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

           1.12    "Equity Owner" shall mean a Member or an Economic Interest owner.

           1.13    "Fiscal Year" shall mean the Company's fiscal year, which shall be the calendar year.

           1.14    "Gifting Equity Owner" shall mean any Equity Owner who gifts, bequeaths or otherwise transfers for no consideration (by operation of law or otherwise, except with respect to bankruptcy) all or any part of its Membership interest or Economic Interest.

           1.15   "Installment Agreement" shall have the meaning ascribed in the Stock Purchase Agreement.

           1.16   "KHI" shall mean Kindill Holding, Inc., a, Kentucky corporation.

           1.17    "Kindill" shall mean Kindill Mining Company, an Indiana corporation.

           1.18   "Majority Interest" shall mean one or more interests of Members which taken together exceed 50% of the aggregate of all interests in net profits owned by Members pursuant to Section 8.1.a.

           1.19   "Manager" shall mean Dunnigan, so long as Dunnigan continues to be a Manager, or any other Person or Persons that become Managers in accordance with the terms of this Agreement. References to the Manager in the singular or as him, her, it, itself, or other like references shall also, where the context so requires, be deemed to include the plural or the masculine or feminine reference, as the case may be.

           1.20   "Member" shall mean each of the parties who executes a counterpart of this Agreement as a Member and each of the parties who may hereafter become Members. To the extent a Manager owns a Membership Interest, each Manager will have all the rights of a Member with respect to such Membership Interest, and the term "Member" as used herein shall include a Manager to the extent such Manager owns such Membership Interest.

           1.21   "Membership Interest" shall mean a Member's entire interest in the Company including such Member's Economic Interest and such other rights and privileges that the Member may enjoy by being a Member.

           1.22   "Option Agreement" shall have the meaning ascribed in the Stock Purchase Agreement.

           1.23   "Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person" where the context so permits.

           1.23   "Selling Equity Owner" shall mean any Equity Owner which sells, assigns, or otherwise transfers for consideration all or any portion of its Membership Interest or Economic Interest.

           1.25   "Stock Purchase Agreement" shall mean that Stock Purchase Agreement between KHI and the Company dated September __, 1997.

           1.26   "Transferring Equity Owner" shall mean any Selling Equity Owner or Gifting Equity Owner.

ARTICLE 2.

FORMATION OF COMPANY

           2.1   Formation. Effective as of the filing of the Certificate of Formation the Members executing this Agreement as of the date hereof form a Delaware Limited Liability Company pursuant to the Act. Any Manager also shall execute and file on behalf of the Company such amendments to the Certificate of Formation, and such trade name affidavits, additional instruments and amendments thereto, as may from time to time be necessary or appropriate to carry out this Agreement and enable the Company to conduct its business in accordance with applicable laws.

           2.2   Name. The name of the Company is Bassco Valley, LLC.

           2.3   Principal Place of Business. The principal place of business of the Company shall be 3100 Maria Drive, Lexington, Kentucky 40516. The company may locate its places of business and registered office at any other place or places an the Manager may from time to time deem advisable.

           2.4   Registered Office and Registered Agent. The company's initial registered off ice shall be at the off ice of its registered agent at 1209 Orange Street, Wilmington, Delaware 19801, and the name of its initial registered agent at such address shall be The Corporation Trust Company. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.

           2.5   Term. The Company shall have a term of 30 years, unless the Company is earlier dissolved in accordance with either the provisions of this Agreement or non-waivable provisions of the Act.

           2.6   Hayman Obligation. On October 15, 1996, the Company executed and delivered to Hayman a promissory note in the original principal amount of $206,700, and an Option pursuant to which Hayman could purchase a 76.10% interest in the Company in exchange for the amount owing on the promissory note, which note and option are collectively referred to as the ("Hayman Obligation"). The Company and Hayman have agreed, (and by the execution of this First Amended and Restated Limited Liability Company Agreement do agree) that in consideration of the rights conferred upon it by this Agreement Hayman has cancelled and released the Hayman obligation.

           2.7   Admission of Hayman as a Member. Dunnigan, and Barker have consented (and by the execution of this First Amended and Restated Limited Liability Company Agreement do consent) to the admission of Hayman as a Member of the company under the terms and conditions set forth herein.

           2.8   Transfer of Sergent's Interest, Termination of Sergent's Rights Hereunder and Continuation of Company. Sergent has transferred his Membership Interest ("Sergent's interest") in the Company to Dunnigan. The Company, Dunnigan, Hayman and Barker have (and by the execution of this First Amended and Restated Limited Liability company Agreement do) approve and consent to the transfer of Sergent's. interest to Dunnigan, waive any right of first refusal with respect to such transfer, and consent to the continuation of the business of the Company without dissolution notwithstanding Sergent's ceasing to be a Member.

           2.9   Stock Purchase Agreement. Contemporaneously with the execution of this First Amended and Restated Limited Liability Agreement the Company has entered into the Stock Purchase Agreement and certain other agreements referred to therein. The Members of the company consent to the company's entering into and performing its obligations under the Stock Purchase Agreement.

ARTICLE 3.

BUSINESS OF COMPANY AND POWERS

           3.1   Permitted Business. The business of the Company shall be to invest in, hold and dispose of stock in Kindill and to own and exercise the Company's rights under the Stock Purchase Agreement.

           3.2   Powers. The Company may

           a.   exercise all powers necessary to or reasonably connected with the company's business which may be legally exercised by limited liability companies under the Act; and

           b.   engage in all activities necessary, customary, convenient, or incident to any of the foregoing.

ARTICLE 4.

NAMES AND ADDRESSES OF MEMBERS

The names and addresses of the Members are as follows:

NAME ADDRESS

Dunnigan 3100 Maria Drive
Lexington, Kentucky 40516

Barker _________________________
_________________________
_________________________

Hayman _________________________
_________________________
_________________________

ARTICLE 5.

MANAGEMENT OF THE COMPANY

           5.1   Management. The business and affairs of the Company shall be managed by its Manager. Except for situations in which the approval of the Members is expressly required by this Agreement or by non-waivable provisions of the Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. At any time when there is more than one Manager, any one Manager may take any action permitted to be taken by the Managers, unless the approval of more than one of the Managers is expressly required pursuant to this Agreement or the Act.

           5.2   Number, Tenure and Qualifications. The Company shall initially have one Manager. The number of Managers of the Company shall be fixed from time to time by the affirmative vote of Members holding at least a Majority Interest, but in no event shall there be less than one Manager. Each Manager shall hold office until it (i) resigns, dies, dissolves or is bankrupt; or (iii) is removed pursuant to Section 5.7. Managers shall be appointed by the affirmative vote of Members holding at least a Majority Interest.

           5.3   Certain Powers of Manager. Without limiting the generality of Section 5.1, the Manager shall have power and authority, on behalf of the Company:

           a.   To acquire property from any Person as the Manager may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager from dealing with-that Person;

           b.   To borrow money for the Company from banks, other lending institutions, the Manager, Members, or affiliates of the Manager or Members on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager;

           c.   To purchase liability and other insurance to protect the company's property and business;

           d.   To hold and own any Company real and/or personal properties in the name of the Company;

           e.   To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;

           f.   To sell or dispose of the Company's assets in the ordinary course of the Company's business;

           g.   To execute 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; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;

           h.   To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from company funds;

           i.   To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and

           j.   To take any action necessary or convenient to the performance of the Company's obligations or the exercise of the Company's rights under the Stock Purchase Agreement, including but not limited to the execution of documents necessary to transfer the Company's Kindill Stock, such as stock powers, assignments and assumption agreements and releases.

           k.   To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business.

          Unless authorized to do so by this Agreement or by a Manager or Managers of the company, no attorney-in-f act, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

           5.4   Liability for Certain Acts. Each Manager shall perform its duties as Manager in good faith, in a manner it believes to be in the best interests of the Company. A Manager who so performs the duties as Manager shall not have any liability to the Company or the other Members by reason of being or having been a Manager of the Company. The Manager does not, in any way, guarantee the return of the Equity Owners, capital contributions or a profit for the Equity owners from the operations of the Company. The Manager shall not be liable to the Company or to any Equity owner for any loss or damage sustained by the Company or any Equity Owner, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

           5.5   Managers and Members Have No Exclusive Duty to Company. The Manager shall not be required to manage the Company as its sole and exclusive function and it (and any Manager and/or Member) may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Equity Owner shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Manager and/or Equity Owner or to the income or proceeds derived therefrom. Neither the Manager nor any Equity owner shall incur any liability to the Company or to any of the Equity owners as a result of engaging in any other business or venture.

           5.6   Indemnity of the Managers, Employees and Other Agents. The Company shall indemnify the Manager and make advances for expenses to the maximum extent permitted under the Act. The Company shall indemnify its employees and other agents who are not Managers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by Members owning a Majority Interest.

          The Company shall indemnify the Manager for and hold him harmless from any liability, whether civil or criminal, and any loss, damage, or expense, including reasonable attorneys' fees, incurred in connection with the ordinary and proper conduct of the company's business and the preservation of its business and property, or by reason of the fact that such person is or was a Manager; provided the Manager to be indemnified acted in good faith and in a manner such Manager believed to be consistent with the provisions of this Agreement; and provided further that with respect to any criminal action or proceeding, the Manager to be indemnified had no reasonable cause to believe the 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 indemnification is not available hereunder. The obligation of the company to indemnify any Manager hereunder shall be satisfied out of Company assets only, and if the assets of the Company are insufficient to satisfy its obligation to indemnify any Manager, such Manager shall not be entitled to contribution from any Equity owner.

           5.7   Removal. At a meeting of Members called expressly for that purpose, a Manager may be removed at any time with or without cause, upon the affirmative vote of Members holding a Majority Interest determined without regard to any interest held by the Manager. The removal 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.

           5.8   Compensation, Reimbursement, Organization Expenses. No Manager or Member shall be entitled to compensation from the Company for services rendered to the Company as such. Upon the submission of appropriate documentation each Member shall be reimbursed by the Company for reasonable out-of-pocket expenses incurred by such Member on behalf of the Company or at the Company's request. [Notwithstanding the foregoing sentence, it is agreed that the Company shall reimburse Dunnigan for closing expenses in the approximate amount of $___________ and shall pay Dunnigan a bonus in the amount of $______________.]

           5.9   Company Books. In accordance with Section 8.7 herein, the Manager shall maintain and preserve, during the term of the Company, and for five (5) years thereafter, all accounts, books, and other relevant Company documents. Upon reasonable request, each Equity Owner shall have the right, during ordinary business hours, to inspect and copy such Company documents at the requesting Equity Owner's expense.

ARTICLE 6.

RIGHTS AND OBLIGATIONS OF EQUITY OWNERS

           6.1   Limitation of Liability. No Equity owner shall be personally liable for any debts or losses of the Company beyond such Equity Owner's Capital Contributions and any obligation of the Equity Owner under Section 7.1 or 7.2 to make Capital Contributions or as otherwise required by law.

           6.2   List of Members. Upon written request of any Member, the Manager shall provide a list showing the names, addresses, Membership Interests and Economic Interests of all Equity Owners.

           6.3   Priority and Return of Capital. Except as may be expressly provided in Article 8, no Equity owner shall have priority over any other Equity owner, either as to the return of capital contributions or as to net profits, net losses or distributions; provided that this Section shall not apply to loans (as distinguished from capital contributions) which an Equity owner has made to the Company.

ARTICLE 7.

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

           7.1   Equity Owners' Capital Contributions. Each Equity Owner shall contribute such amount as is set forth in Exhibit 7.1 hereto as its share of the total capital contributions.

           7.2   Additional Contributions. Except as set forth in Section 7.1, no Equity Owner shall be required to make any capital contributions. To the extent determined by the Manager, from time to time, the Equity Owners may be permitted to make additional capital contributions if and to the extent they so desire, and if the Manager determines that such additional capital contributions are necessary or appropriate in connection with the conduct of the Company's business (including without limitation, expansion or diversification). In such event, the Equity Owners shall have the opportunity (but not the obligation) to participate in such additional capital contributions on a pro rata basis in accordance with their interests in net profits.

           7.2   Capital Accounts.

           a.   A separate Capital Account will be maintained for each Equity owner. The manner in which Capital Accounts are to be maintained pursuant to this Section 7.3(a) shall comply with the requirements of Section 704 (b) and the Treasury Regulations promulgated thereunder.

           b.   Upon liquidation of the Company, liquidating distributions will be made in accordance with the positive Capital Account balances of the Equity owners, as determined after taking into account all Capital Account adjustments for the Company's taxable year during which the liquidation occurs. Liquidation proceeds will be paid in accordance with Section 10.2. Notwithstanding the foregoing sentence, in the event liquidating distributions pursuant to Section 10.2 would not be in accordance with positive capital account balances, the income, deductions, gains, and losses of the company shall be allocated in such a manner as to cause the Capital Accounts to equal the amounts distributed under section 10.2.

          Except as otherwise required in the Act (and subject to Section 7.1 and 7.2), no Equity Owner shall have any liability to restore all or any portion of a deficit balance in such Equity owner's Capital Account.

ARTICLE 8.

ALLOCATIONS, INCOME TAX, DISTRIBUTIONS, ELECTIONS AND REPORTS

           8.1   Allocations of Profits and Losses from Operations. The income, deductions, gain, loss, and credits of the Company shall be allocated as follows:

           a.   Income, Deductions. etc. Other Than with Respect to the Option Agreement. Except as provided in Section 8.1 b., all income deductions, gain, loss, and credits of the Company (including but not limited to any income resulting from any payment under the Stock Purchase Agreement or the Installment Agreement but not including a payment in form of, or pursuant to, the Option Agreement) shall be allocated among the Members in the following percentages:

Hayman
Dunnigan
Barker 76.1%
12.71%
11.19%

           b.   Income and Gain Resulting from the Option Agreement. Notwithstanding Section 8.1.a., all income, gain, deduction, loss, and credit of the Company resulting from the grant, lapse or exercise of the Option Agreement, and all income, gain, deduction, loss, and credit of the Company resulting from any property acquired pursuant to the exercise of the Option, shall be allocated to Hayman.

           8.2.   Distributions. Except as provided in Section 10.2, all distributions of Distributable Cash shall be made to the Equity owners in proportion to their respective Capital Interests at such time or times as the Manager determines in its sole discretion.

           8.3   Accounting Principles. The profits and losses of the Company shall be determined in accordance with accounting principles applied on a consistent basis using the accrual method of accounting.

           8.4   Interest on and Return of Capital Contributions. No Equity owner shall be entitled to interest on its capital contribution or to return of its capital contribution, except as otherwise specifically provided for herein.

           8.5   Loans to Company. Nothing in this Agreement shall prevent any Equity owner from making secured or unsecured loans to the Company by agreement with the Company.

           8.6   Accounting Period. The Company's accounting period shall be the calendar year.

           8.7   Records, Audits and Reports. At the expense of the Company, the Manager shall maintain records and accounts of all operations and expenditures of the Company. At a minimum the Company shall keep at its principal place of business the following records:

           a.   A current list of the full name and last known business, residence, or mailing address of each current Equity Owner;

           b.   A copy of the Certificate of Formation of the Company and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

           c.   Copies of the Company's federal, state, and local income tax returns and reports, if any, for the four most recent years;

           d.   Copies of the Company's currently effective Agreement, copies of any writings permitted or required with respect to an Equity owner's obligation to contribute cash, property or services, and copies of any financial statements of the Company for the three most recent years.

           8.8.   Returns and Other Elections. The Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of each Fiscal Year. The Manager shall make any filings or elections necessary to qualify the Company as a partnership for Federal income tax purposes and/or shall not take any action or make any filing which would cause the Company not to qualify as a partnership for Federal income tax purposes. The Manager shall cause the Company to make the election for which Code Section 754 provides.

           All elections permitted to be made by the Company under federal or state laws shall be made by the Members owning a Majority Interest in their sole discretion.

ARTICLE 9.

TRANSFERABILITY

           9.1   General. Except as otherwise specifically provided herein no Equity Owner shall have the right to:

           a.   sell, assign, transfer, exchange or otherwise transfer for consideration, (collectively, "sell" or "sale"),

           b.   gift, bequeath or otherwise transfer for no consideration whether or not by operation of law, except in the case of bankruptcy (collectively "gift") all or any part of its Membership interest or Economic Interest. Each Equity Owner hereby acknowledges the reasonableness of the restrictions on sale and gift of Membership Interests and Economic Interests imposed by this Agreement in view of the Company purposes and the relationship of the Equity owners. Accordingly, the restrictions on sale and gift contained herein shall be specifically enforceable. In the event that any Equity Owner pledges or otherwise encumbers any of its Membership Interest or Economic Interest as security for repayment of a liability, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all the terms and conditions of this Article 9.

           9.2   Right of First Refusal, Transfers Among Members and Certain Gifts of Interest

           a.   A Selling Member which desires to sell all or any portion of its Membership Interest or Economic Interest in the Company to a third party purchaser other than a Member shall obtain from such third party purchaser a bona fide written offer to purchase such interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor. The Selling Member shall give written notification to the Company, by certified mail or personal delivery, of its intention to so transfer such interest, furnishing to the Company a copy of the aforesaid written offer to purchase such interest.

           b.   The Company (or the Company's assignee as provided in section 9.2(c)) shall have the right to exercise a right of first refusal to purchase all (but not less than all) of the interest or portion of an interest proposed to be sold by the Selling Member upon the same terms and conditions as stated in the aforesaid written offer to purchase by giving written notification to the Selling Member, by certified mail or personal delivery, of their intention to do so within ten (10) days after receiving written notice from the Selling Member. The failure of the Company to so notify the Selling Member of its desire to exercise this right of first refusal within said ten (10) day period shall result in the termination of the right of first refusal and the Selling Member shall be entitled to consummate the sale of its interest in the Company, or such portion of its interest initially proposed to be sold by the Selling Member, with respect to which the right of first refusal has not been exercised, to such third party purchaser.

          In the event the Company gives written notice to the Selling Member of its desire to exercise this right of first refusal and to purchase all of the Selling Member's interest in the Company which the Selling Member desires to sell upon the same terms and conditions as are stated in the aforesaid written offer to purchase, the Company shall have the right to designate the time, date and place of closing, provided that the date of closing shall be within thirty (30) days after receipt of written notification from the Selling Member of the third party offer to purchase.

           c.   The company may assign its right to exercise this right of first refusal to any Person. No Selling Member shall be entitled to vote on or participate in a decision by the Company regarding exercise of the Company's right of first refusal or assignment of the Company's right of first refusal. If the Manager is the Selling Member, the remaining Members (Members other than the Selling Member) shall be entitled to vote on the Company's exercise of its right of first refusal or regarding assignment of its right of first refusal. Under such circumstances, the decision of the remaining Members holding at least two-thirds of the total interests of remaining Members in the Company's capital shall be the decision of the Company. If the Selling Member is not the Manager, the Manager shall decide whether the Company will exercise its right of first refusal or assign its right of first refusal.

           d.   In the event of either the purchase of the Selling Member's interest in the Company by a third party purchaser or the gift of an interest in the Company (including an Economic interest), and as a condition to recognizing one or more of the effectiveness and binding nature of any such sale or gift and (subject to Section 9.3, below) substitution of a new Member as against the Company or otherwise, the remaining Members may require the Selling Member or Gifting Member and the proposed purchaser, donee or successor-in-interest, as the case may be to execute, acknowledge and deliver to the remaining Members such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts which the remaining Members may deem necessary or desirable to:

                      i.   constitute such purchaser, as a Member or Economic Interest owner;

                      ii.   confirm that the Person desiring to acquire an interest or interests in the Company as an Economic Interest Owner, or to be admitted as a Member, has accepted assumed and agreed to be subject and bound by all of the terms, obligations and conditions of the operating Agreement, as the same may have been further amended (whether such Person is to be admitted as a new Member or will merely be an Economic Interest owner);

                      iii.   preserve the company after the completion of such sale, transfer, assignment, or substitution under the laws of each jurisdiction in which the Company is qualified, organized or does business;

                      iv.   maintain the status of the company as a partnership for federal tax purposes; and

                      v.   assure compliance with any applicable state and federal laws including securities laws and regulations.

           e.   Any sale or gift of a Membership Interest or Economic Interest or admission of a Member in compliance with this Article 10 shall be deemed effective as of the last day of the calendar month in which the remaining Members consent thereto was given, or, if no such consent was required pursuant to section 9.2(f), then on such date that the donee or successor in interest complies with Section 9.2(d). The Transferring Member agrees, upon request of the remaining Members, to execute such certificates or other documents and perform such other acts as may be reasonably requested by the remaining Members from time to time in connection with such sale, transfer, assignment, or substitution. The Transferring Member hereby indemnifies the Company and the remaining Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of any transfer or purported transfer in violation of this Article 9.

           f.   Subject to Section 9.3, a Gifting Member may gift all or any portion of its interest (without regard to Section 9.2(a) and (b)), provided, however, that the donee or other successor-in-interest (collectively, "donee") complies with Section 9.2(d) and further provided that the donee is either the Gifting Member's spouse, former spouse, or lineal descendent (including adopted children). In the event of the gift of all or any portion of a Gifting Member's Membership Interest or Economic Interest to one or more donees who are under 25 years of age, one or more trusts shall be established to hold the gifted interest(s) for the benefit of such donee (s) until all of the donee (s) reach the age of at least 25 years. Without receiving the consent of any other Member, a Member may sell or give all or any portion of its Membership Interest and Economic interest (without regard to Section 9.2(a) and (b)) to any other Member.

           9.3   Transferee Not a Member in Absence of Consent.

           a.   Notwithstanding anything contained herein to the contrary (including, without limitation, Section 9-2 hereof), if all of the remaining Members do not approve by unanimous written consent of the proposed sale or gift of ‘the Transferring Member's Membership Interest or Economic interest to a transferee or donee which is not a Member immediately prior to the sale or gift, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. Such transferee or donee shall be merely an Economic Interest owner. Provided, however, at any time after the company has received an opinion of its legal counsel that the requirement that remaining Members approve transfers of Membership Interests for such transferees to be admitted as Members is no longer necessary for the Company to be classified as a partnership for Federal income tax purposes or for classification of the Company as a partnership under any state income tax laws to which the Company is subject, Membership Interests and/or Economic Interests shall be freely transferable and this Section 9.3(a) shall be of no further force and effect. No transfer of a Member's interest in the Company (including any transfer of the Economic Interest or any other transfer which has not been approved as provided herein shall be effective unless and until written notice (including the name and address of the proposed, transferee or donee and the date of such transfer) has been provided to the Company and the non-transferring Member(s).

           b.   Upon and contemporaneously with any sale or gift of a Transferring Member's Economic interest in the company which does not at the same time: transfer the balance of the rights associated with the Economic Interest transferred by the Transferring Member (including, without limitation, the rights, if any, of the Transferring Member to participate in the management of the business and affairs of the Company), the company shall purchase from the Transferring Member, and the Transferring Member shall sell to the Company for a purchase price of $100.00, all remaining rights and interests retained by the Transferring Member which immediately prior to such sale or gift were associated with the transferred Economic Interest.

ARTICLE 10.

DISSOLUTIQN AND TERMINATION

           10.1   Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

           a.   when the period fixed for the duration of the Company shall expire pursuant to Section 2.5;

           b.   by the unanimous written agreement of all Members; or

           c.   Upon the exercise of the Option Agreement unless, within 90 days after the exercise, Hayman elects not to dissolve the Company. If Hayman elects not to dissolve the Company, the Company shall pay Dunnigan and Barker the amount of their positive capital Accounts as of the date of exercise of the option Agreement within 90 days' after the exercise of the Option, and, upon the receipt of such payment, Dunnigan and Barker shall cease to be Members and shall cease to have any further rights under this Agreement.

           10.2   Winding Up. Liquidation and Distribution of Assets.

          Upon dissolution, an accounting shall be made by the Company's independent accountants of the accounts of the Company and of the Company's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Members shall immediately proceed to wind up the affairs of the Company.

           a.   If the Company is dissolved and its affairs are to be wound up, the Members shall:

                    i.   Sell or otherwise liquidate all of the Company's assets than the Company's assets other than the Company's interest in the Option Agreement as promptly as practicable (except to the extent Members owning a Majority Interest may determine to distribute any assets to the Equity owners in kind)

                   ii.   Allocate any net profit or net loss resulting from such sales to the Equity Owners' Capital Accounts in accordance with Article 8 hereof,

                      iii.   Discharge all liabilities of the Company, including liabilities to Equity Owners who are also creditors, to the extent otherwise permitted by law, other than liabilities to Equity owners for distributions and the return of capital, and establish such reserves as may, be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining. the Capital Accounts of the Equity Owners, the amounts of such reserves shall be deemed to be an expense of the Company),

                      iv.   Distribute, the remaining assets in the following order:

                                 (a)   The Company's rights under the option Agreement (or, if the option provided for in the Option Agreement has been exercised) the Company's interest in the proceeds of such exercise shall be distributed to Hayman.

                                 (b)   The remaining assets shall be distributed to the Equity Owners in accordance with their Capital Accounts in accordance with the positive balance (if any) of each Equity Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company's taxable year during which the liquidation occurs including the distribution pursuant to 10.2 a iv (a)), either in cash or in kind, as determined by the Members owning a Majority Interest, with any assets distributed in kind being valued for this purpose at their fair market value. Any such distributions to the Equity Owners in respect of their capital Accounts shall be made in accordance with the time requirements set forth in Section 1. 704-1 (b) (2) (ii) (b) (2) of the Treasury Regulations.

           b.   Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1 (b) (2) (ii) (g) of the Treasury Regulations, if any Equity Owner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Equity Owner shall have no obligation to make any capital contribution, and the negative balance of such Equity Owner's Capital Account shall not be considered a debt owed by such Equity owner to the Company or to any other Person for any purpose whatsoever.

           c.   Upon Completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

           d.   The Members shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

           10.3   Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Equity Owners, a Certificate of Cancellation shall be prepared, executed and filed in accordance with the Act.

           10.4   Return of Contribution Nonrecourse to Other Equity Owners. Except as provided by law or as expressly provided in this Agreement, upon dissolution each Equity owner shall look solely to the assets of the Company for the return of its capital contribution, if the company property remaining after the payment or discharge of the debts and liabilities of the company is insufficient to return the cash contribution of one or more Equity Owners, such Equity Owners shall have no recourse against any other Equity owner.

ARTICLE 11.

MISCELLANEOUS PROVISIONS

           11.1   Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid, addressed to the Equity, Owner's and/or Company's address, as appropriate, which is set forth in this Agreement. Except as otherwise provided herein, any such notice shall be deemed to be given three business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail addressed and sent as aforesaid.

           11.2   Application of Delaware Law. This Agreement, and the application of interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Act and choice of law provisions of the Delaware Code.

           11.3   Amendments. This Agreement may not be amended except by the Members holding at least two-thirds of the Capital Interests in the Company.

           11.4   Heirs, Successors and Assigns. Each and all of the. covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and, assigns.

           11.5   Third Parties. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or persons other than the Equity Owners and the Company.

           11.6   Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

CERTIFICATE

          The undersigned hereby agree, acknowledge and certify that the foregoing Agreement consisting of 20 pages, excluding the Table of Contents and attached Exhibits, constitutes the Agreement of Bassco Valley, LLC adopted by the Company and the Members of the Company effective as of October 9, 1996 as Amended and Restated as of September 16, 1997.

COMPANY:

BASSCO VALLEY, LLC

By: /s/ Ronnie G. Dunnigan
        Its:  Manager

MEMBERS:


/s/ Ronnie G. Dunnigan

/s/ Gary Barker

Hayman Holdings, Inc

By: Stephen Addington
          Name:   Stephen Addington
          Title:  Agent

Exhibit 7.1

Initial Member Capital Contribution Share of Total Capital

Ronnie G. Dunnigan 129 shares of common stock in Kindill with an agreed value of $35,586 (99 of the 129 shares were originally contributed to the Company by Harold Sergent. Dunnigan acquired a portion of his Member Interest in the Company from Sergent on December 1, 1996 and received the balance of Sergent's Capital Account as a result of that transaction.) 12.71%

Gary Barker $31,300 in cash 11.19%

Hayman Holdings, Inc. Cancellation of Haymen Obligation with an Agreed Value of $206,700 76.1%

EX-3

Exhibit 3.8(a)

CERTIFICATE OF INCORPORATION

OF

EEL RIVER COAL COMPANY

           FIRST. The name of the Corporation is Eel River Coal Company.

          SECOND. Its registered office in the State of Delaware is located at 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.

           THIRD. The nature of the business or purposes to be conducted or promoted are:

          (a) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          (b) In general, to carry on all businesses in connection with the foregoing, and do all things necessary, proper, advisable, convenient for, or incidental to the accomplishment of the foregoing purposes.

          The Corporation, its directors and stockholders, shall have and may exercise all of the powers now or hereafter conferred by the laws of the State of Delaware and acts amendatory thereof or supplemental thereto upon corporations formed under the General Corporation Law of the State of Delaware.

          FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is one hundred thousand (100,000) and the par value of each of such shares is One ($1.00) Dollar amounting in the aggregate to One Hundred Thousand ($100,000) Dollars.

           FIFTH. The name and mailing address of the incorporator is as follows:

Name

Raymond J. Cooke Mailing Address

AMAX Center
Greenwich, CT 06830

           SIXTH. The board of directors is expressly authorized to make, alter or repeal the by-laws of the Corporation.

          SEVENTH. To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article shall not adversely affect any right or protection of an existing director at the time of such repeal or modification.

          EIGHTH. 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 Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code 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 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, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said 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.

           NINTH. Elections of directors need not be by ballot unless the by?laws of the Corporation shall so provide.

          I, THE UNDERSIGNED, being the incorporator 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 the facts herein stated are true, and accordingly have hereunto set my hand and seal this 14th day of October, A.D. 1986.

/s/ Raymond J. Cooke                      (seal)

STATE OF CONNECTICUT

COUNTY OF FAIRFIELD )
)
)
ss.:

          BE IT REMEMBERED that on this 14th day of October, A.D. 1986, personally came before me, a Notary Public for the State of Connecticut, Raymond J. Cooke, the party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said Certificate of Incorporation to be his act and deed and that the facts therein stated are truly set forth.

           GIVEN under my hand and seal of office the day and year aforesaid.

/s/ Ann B. Vickers
Notary Public
My Commission expires March 31, 1987

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EEL RIVER COAL COMPANY

          Eel River Coal Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST: That the sole Director of said corporation, by written consent, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:

RESOLVED: That this Board proposes and declares advisable that the Corporation’s Certificate of Incorporation be amended by adding an Article numbered “TENTH . .” which Article shall be and read as follows:

“TENTH. To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists, or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article shall not result in any liability for a director with respect to any action or omission occuring prior to such repeal or modification.

          SECOND: That in lieu of a meeting and the vote of the sole stockholder, the stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by David George Ball, as Vice President, and attested by Raymond J. Cooke, its Assistant Secretary, this 30th day of October, 1986.

Eel River Coal Company
/s/ David George Ball
David George Ball
Vice President

ATTEST:

/s/ Raymond J. Cooke
Raymond J. Cooke
Assistant Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EEL RIVER COAL COMPANY

          EEL RIVER COAL COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST: That the sole Director of said corporation, by written consent, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED: That this Board proposes and declares advisable that the Certificate of Incorporation of Eel River Coal Company be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:

"FIRST. The name of the Corporation is BEECH COAL COMPANY."

          SECOND: That in lieu of a meeting and the vote of the sole stockholder, the stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

          THIRD: 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.

          IN WITNESS WHEREOF, Eel River Coal Company has caused this Certificate to be signed by J. L. Lautenschlager, as President, and attested by Wayne E. Gresham, its Secretary, this 2nd day of February, 1987.

EEL RIVER COAL COMPANY

By: /s/ Jack L. Lautenschlager
       J. L. Lautenschlager
       President

ATTEST:

By:/s/ Wayne E. Gresham
Wayne E. Gresham
Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BEECH COAL COMPANY

          BEECH COAL COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           FIRST: That the sole Director of said corporation, by written consent, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation;

RESOLVED: That this Board proposes and declares advisable that the Certificate of Incorporation of Beech Coal Company be amended by changing the Article thereof numbered “FOURTH” so that, as amended, said Article shall be and read as follows:

“FOURTH: 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 shall be one Dollar ($1.00) amounting in the aggregate to one Thousand Dollars ($1,000.00).

          SECOND: That in lieu of a meeting and the vote of the sole stockholder, the stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

          THIRD: 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.

          IN WITNESS WHEREOF, Beech Coal Company has caused this Certificate to be signed by Wayne E. Gresham, as Vice President, and attested by Marilyn Lou Gardner, its Assistant Secretary, this 15th day of February, 1990.

BEECH COAL COMPANY

By: /s/ Wayne E. Gresham
       Wayne E. Gresham
       Vice President

ATTEST:

By: /s/ Marilyn Lou Gardner
       Marilyn Lou Gardner
       Assistant Secretary

CERTIFICATE OF MERGER
OF
SYCAMORE MINING COMPANY
INTO
BEECH COAL COMPANY

* * * * * * *

          The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

                     FIRST: The state of incorporation of each of the constituent corporations of the merger between Beech Coal Company, and Sycamore Mining Company is Delaware.

                     SECOND; An agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of the State of Delaware.

                     THIRD: The name of the surviving corporation of the merger is Beech Coal Company.

                     FOURTH: The Certificate of Incorporation of Beech Coal Company, a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

                     FIFTH: The executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is Capital Center, 251 North Illinois Street, Indianapolis, Indiana 46206-6106.

                     SIXTH: A copy of the agreement of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of either constituent corporation.

                     SEVENTH: This Certificate of Merger shall be effective October 31, 1990.

Dated: October 23, 1990 BEECH COAL COMPANY

By: /s/ Wayne E. Gresham
       Vice President

ATTEST:

By: /s/ Marilyn Lou Gardner        Assistant Secretary

EX-3

Exhibit 3.8(b)

AMENDED AND RESTATED BYLAWS

OF

BEECH COAL COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.9

(BENTLEY COAL COMPANY)


PARTNERSHIP AGREEMENT

dated

as of January 1, 1988

between

ROARING CREEK COAL COMPANY

and

GRASSY COVE COAL MINING COMPANY

PARTNERSHIP AGREEMENT

           THIS AGREEMENT, dated as of January 1, 1988, by and between Roaring Creek Coal Company, a Delaware corporation and a wholly-owned subsidiary of AMAX Inc. (Roaring Creek"), and Grassy Cove Coal Mining Company, a Delaware corporation and an indirect wholly-owned subsidiary of Petrofina S.A. ("Grassy Cove").

WITNESSETH:

           WHEREAS, Roaring Creek and Grassy Cove and their respective Affiliates are the joint owners of certain properties, equipment and operations for the production of coal in the State of West Virginia (the "Bentley Operations"); and

           WHEREAS, the parties hereto have entered into this Agreement to form a partnership to conduct certain business related to the Bentley Operations.

         NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

ARTICLE I

Definitions

           Section 1.1   Definitions. As used in this Agreement terms defined above have the meanings set forth above and the following terms have the following meanings:

           "Accounting Procedure" means the Accounting Procedure attached as Exhibit A.

           "Act" means the Uniform Partnership Act of the State of New York, as amended from time to time, and any successor statutes.

           "Act of the Partners" means an act taken by the Executive Committee of the Partnership in accordance with Section 5.2.

           "Affiliate" of any Partner means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is in common control with, a Partner and for purposes of Section 11.2 specifically includes any joint venture or partnership in which such Partner has an interest of at least 50 percent. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to elect a majority of the Board of Directors or other governing body or to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

           "Agreement" means this Partnership Agreement, as amended from time to time, together with the Exhibits hereto.

           "Appalachia" means the area encompassed by and including Pennsylvania, West Virginia, Eastern Kentucky (as generally understood in the coal industry), Tennessee, Maryland, Ohio, Virginia and Alabama, U.S.A.

           "Budget" for any Year means a plan in reasonable detail, including dates and places, of Operations carrying out the purposes of the Partnership to be conducted during such Year, together with such forecasts or projections as to Operations for subsequent periods as may be appropriate and a detailed estimate of all costs to be incurred by the Partnership during or with respect to such Year and other cash items with respect to the plan of Operation for such period, and shall include items setting forth anticipated revenue, any reserve for contingencies and itemized expenditures for capital Items, and a schedule of the estimated time of expenditures and receipt of revenue.

           "Business Day" means any day other than a day on which banks in New York City are closed.

           "Coal Property" means any fee, surface or mineral estate in Appalachia purchased, leased or then held, by a Partner or any Affiliate with the primary intention of exploring for or developing or recovering coal, or any property or interest in Appalachia with respect to which any Partner or an Affiliate is then actually exploring or developing or recovering coal.

           "Code" mans the Internal Revenue Code of 1986, as amended.

           "Executive Committee" means the Executive Committee of the Partnerships established under Article V.

           "Major Partner" means a partner having (together with its affiliates) a Partnership Interest at least equal to 25 percent.

           "Management Services Agreement" means the Management Services Agreement dated as of the date hereof between the Partnership and FINAMAX, as amended from time to time, or any replacement management services agreement with any manager.

           "Net Losses" means the excess of partnership expenses over partnership revenues as periodically determined on an accrual basis in accordance with generally accepted accounting principles.

           "Net Profits" means the excess of partnership revenues over partnership expenses as periodically determined on an accrual basis in accordance with generally accepted accounting principles.

           "Operations" means the activities of the Partnership implementing the purposes set forth in Section 2.4.

           "Partner" means Roaring Creek or Grassy Cove and "Partners" means both Roaring Creek and Grassy Cove and in each case includes any successor of either or both.

           "Partnership Item" has the meaning set forth in Section 623i (a)(7) of the Code or any successor provision.

           "Partnership" means the Partnership between the Partners established by this Agreement.

           "Partnership Interest" has the meaning set forth in Section 2.6.

           "Prime Rate" means the rate of interest publicly announced from time to time in New York City by Bank of America as its prime rate.

           "Tax Matters Partner" has the meaning set forth in Section 623i (a)(7) of the Code or any successor provisions.

           All references to money in this Agreement are references to amounts in United States Dollars.

ARTICLE II

The Partnership

           Section 2.1   Establishment of Partnership. Roaring Creek and Grassy Cove hereby enter into and form a general partnership under the Act for purposes set forth in this Article II. The rights and obligations of the Partners and the administration of the Partnership will be governed by the terms of this Agreement. The existence and business of the Partnership shall not be affected by the withdrawal of any Partner and the parties shall continue as partners of a partnership under this Agreement until the Partnership terminates pursuant to Article X hereof.

           Section 2.2   Name. The name of the Partnership shall be Bentley Coal Company. The name may be changed by agreement of all the Partners. The Partners shall execute and cause to be filed any assumed or fictitious name certificates required to be filed in connection with the formation and activities of the partnership.

           Section 2.3   Offices. The principal place of business of the Partnership shall be at such location as the Executive Committee shall select. The Partnership shall also maintain offices at such other locations as the Executive Committee may from time to time select.

           Section 2.4   Purposes and Certain Powers. The purposes of the Partnership shall be:

           (a)   purchasing and selling coal, whether for its own account or for the account of others;

           (b)   conducting exploration and mining activities on its behalf or for other coal producers and purchasers;

           (c)   identifying and evaluating new properties for the West Virginia Operations and new business opportunities for the Partnership;

           (d)   purchasing equipment and facilities for its own use or for lease or sublease to contractors who bind themselves to contracts with the Partnership;

           (e)   contracting with contractors or contract miners for performance of mining work;

           (f)   acquiring coal properties for development and mining; and

           (g)   engaging in activities necessary, appropriate or incidental to any of the foregoing purposes.

The Partnership shall have the power to do any act and thing and to enter into any contract incidental to, or necessary proper, desirable or advisable for, the accomplishment or attainment of any purpose of the Partnership set forth in this Agreement.

           Section 2.5   Scope of Partner's Authority. Except as otherwise specifically provided in this Agreement or agreed to in writing by all of the Partners, no Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, or to bind, any other Partner or the Partnership. Each Partner shall indemnify and hold harmless each other Partner and its directors, officers, employees and representatives, from and against any and all losses, claims, damages and liabilities arising out of any act of or any assumption of any obligation or responsibility by any such Partner or any of its directors, officers, employees or representatives, done or undertaken or apparently done or undertaken on behalf of such other Partner, other than pursuant to and in accordance with the authorization granted herein or by further express agreement of the Partners.

           Section 2.6   Partnership Interests. Each Partner's initial percentage interest in the Partnership and the Net Profits and Net Losses of the Partnership (the "Partnership Interest") shall be 50 percent, and thereafter shall be subject to adjustment by agreement of the Partners or by assignment, sale or transfer as herein provided.

           Section 2.7   Competition. Nothing in this Agreement shall prevent a Partner at any time and without notice to or agreement by the other Partner or other Partnership from engaging in any business activities of any character which are neither conducted in, nor conducted with respect to property located in, Appalachia, whether or not the Partnership is then doing business outside Appalachia, or from engaging in any business activities conducted in, or with respect to property located in, Appalachia, which are not related to the coal business in Appalachia.

ARTICLE III

Representations and Warranties

           Section 3.1   Representations and Warranties of Roaring Creek. Roaring Creek represents and warrants to Grassy Cove that:

           (a)   Roaring Creek is a corporation duly incorporated and in good standing in Delaware.

           (b)   Roaring Creek has full power and authority to enter into and perform this Agreement and, as a Partner of the Partnership, to execute and deliver the Management Services Agreement and the execution, delivery and performance of this Agreement and all transactions contemplated hereby and, as a Partner of the Partnership, the execution and delivery of the Management Services Agreement have been duly authorized and approved by all necessary action of its Board of Directors and this Agreement is the value and binding agreement of Roaring Creek and the Management Services Agreement are each valid and binding agreements of it as a Partner in the Partnership; and

           (c)   the execution, delivery and performance by Roaring Creek of this Agreement and, as a Partner of the Partnership, the Management Services Agreement do not and will not conflict with or constitute a violation of any judgment, order, decree, other agreement or arrangement to which Roaring Creek or any Affiliate thereof is a party or by which any of them is bound or require the approval, consent or authorization of any Federal, State or local authority.

           Section 3.2   Representations and Warranties of Grassy Cove. Grassy Cove represents and warrants to Roaring Creek that:

           (a)   Grassy Cove is a corporation duly incorporated and in good standing in Delaware.

           (b)   Grassy Cove has full power and authority to enter into and perform this Agreement and, as a Partner of the Partnership, to execute and deliver the Management Services Agreement and the execution, delivery and performance of this Agreement and all transactions contemplated hereby and, as a Partner of the Partnership, the execution and delivery of the Management Services Agreement have been duly authorized and approved by all necessary action of its Board of Directors and this Agreement is the value and binding agreement of Grassy Cove and the Management Services Agreement are each valid and binding agreements of it as a Partner in the Partnership; and

           (c)   the execution, delivery and performance by Grassy Cove of this Agreement and, as a Partner of the Partnership, the Management Services Agreement do not and will not conflict with or constitute a violation of any judgment, order, decree, other agreement or arrangement to which Grassy Cove or any Affiliate thereof is a party or by which any of them is bound or require the approval, consent or authorization of any Federal, State or local authority.

ARTICLE IV

Contributions

           Section 4.1   Initial Contributions. Roaring Creek and Grassy Cove hereby each contribute to the capital of the Partnership their respective interests in certain mining equipment, real estate, other assets, and liabilities as are conveyed by bills of sale and assignments to the Partnership dated this same date, and the benefits of all coal sales and brokerage efforts with respect to Appalachian coal and any resulting goodwill, directly or indirectly, developed by Roaring Creek and Grassy Cove or their Affiliates.

           Section 4.2   Cash Contributions for Capital Expenditures and Operating Expenses. The Partners shall from time to time contribute in proportion to their respective Partnership Interests such amounts of cash to the capital of the Partnership as shall be necessary in order to pay amounts contemplated by the Budget.

           Section 4.3   Cash Calls. The Partnership shall determine the cash requirements of the Partnership for the expenditures, business and programs contemplated by the Budget in effect at that time pursuant to Section 5.6 and issue calls to the Partners, from time to time upon at least ten Business Days' notice, for contributions of amounts for the following month from the Partners in proportion to their Partnership Interests. In order to assist the Partners in planning for cash calls, the Partnership shall provide the Partners on or prior to the first day of each calendar month with its estimate of the amount and timing of cash calls from the next three succeeding calendar months, but if necessary the Partnership may make cash calls in excess of those estimated for any month. Each Partner agrees to provide the amounts required by any cash calls issued by the Partnership in accordance with the provisions of this Section 4.3 by the third Business Day prior to the first day of the calendar month for which such amounts are requested. No Partner shall be required to contribute cash or pay expenses in excess of amounts set forth in an approved Budget or later ratified by the Partnership, except for expenditures in excess of the Budget in amounts which do not exceed ten percent of the amount budgeted for any one item; provided, that aggregate excess expenditures do not exceed five percent of the entire Budget and provided, further, no such excess expenditure shall be made for any item as to which a contingency amount is included in the Budget or in excess in the aggregate of any general contingency amount included in the Budget.

           Section 4.4   Interest on Capital Contributions. No interest shall be paid the Partnership on any capital contributed by the Partners to the Partnership.

           Section 4.5   Investment of Contributions. As and when requested by the Executive Committee, the Partnership shall invest its surplus funds in (i) obligations constituting full faith and credit obligations of the United States (ii) deposits in any branch of any commercial bank organized under the laws of the United States or any state thereof having capital and surplus of at least $50 million, or (iii) prime commercial paper of any corporation organized under the laws of the United States or any state thereof or any combination thereof, provided in each case the period of maturity on the date of acquisition of any such obligation, deposit or commercial paper shall not exceed 90 days. The Partnership may also invest in such other investments as shall be approved by the Partners. Any income earned or such investments shall belong to the Partnership.

           Section 4.6   Failure to Make Contributions. If either Partner fails in its obligation to make any payment or contribution of any amount required hereunder to the Partnership, such obligation shall constitute Indebtedness from such Partner to the Partnership and shall bear interest payable to the Partnership from the date any such amount was due until the earlier of the date on which such Partner pays such indebtedness in full or the other Partner elects to make payment as described in the fourth sentence of this Section, at a rate equal to the sum of the Prime rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided, that the rate of interest shall in no event exceed the maximum amount permitted by applicable law. Such interest shall not be treated as a capital contribution by either Partner. In addition, the Partnership may receive reasonable attorneys' fees incurred in recovering the amount of such debt and interest from the defaulting Partner and any other damages suffered as a result of such Failure to make such payment or contribution. In addition to the right of the Partnership to recover such indebtedness and interest, the other Partner may, but shall not be required to, make such payment or contribution (without any interest thereon) to the Partnership on behalf of the defaulting Partner. Any such payment or contribution shall constitute a loan to the defaulting Partner from the Partner and shall bear interest from the date such payment was made at a rate equal to the sum of the Prime Rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law. Such loan shall be payable on demand, together with accrued interest, and may be prepaid, in whole or in part, together with interest accrued on the portion so prepaid, Pat any time without penalty and the Partner making such loan may at any time recover from the defaulting Partner reasonable attorneys' fees and any other damages suffered as a result of the defaulting Partner's failure to make any payment or contribution.

ARTICLE V

Management and Operations

           Section 5.1   Executive Committee. The Partners hereby establish an Executive Committee to approve Budgets and Operations and to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Executive Committee shall consist of three members. Each initial Partner shall have the right to appoint one such member until and unless one of such Partners transfers all or part of its Partnership Interest, and one such member shall be the General Manager of FINAMAX. If all or part of a Partnership Interest is transferred, the transferor and transferee shall agree on the method of selection of the members previously appointed by such transferor, except that each Major Partner shall have the right to appoint at least one such member. Each Partner may appoint one or more alternates to act in the absence of a regular member appointed by it. Any alternate so acting shall be deemed a member. Appointments shall be made or changed by notice to the other Partner.

           Section 5.2   Decision. Each Partner represented on the Executive Committee, acting through its appointed member, shall have one vote per one percent of Partnership Interest on the Executive Committee. As long as each initial Partner (together with its Affiliates) has a Partnership Interest equal to 40 percent or more, all decisions of the Executive Committee shall be by unanimous decision of the initial Partners. At such time as any initial Partner (together with its Affiliates) has a Partnership Interest of less than 40 percent, all decisions shall be adopted by vote of Partners having an aggregate of more than 50 percent of the total Partnership Interests then outstanding; provided that the consent of each initial Partner who is also a Major Partner shall be required in connection with the following matters:

           (a)   any decision to take or refrain from taking any action which would cause a material breach or the termination of any material contract by which the Partnership or such Partners are bound;

           (b)   settlement by the Partnership of any legal proceeding or claim against the Partnership involving the payment by the Partnership of any amount in excess of $50,000;

           (c)   approval of any Budget of the Partnership or any material changes thereto or any material agreement to be entered into by the Partnership or any material changes thereto;

           (d)   the appointment of any president, determination of tasks to be done by a president, execution of any agreement with any president or any material amendment to this Agreement or any Contract with a president; and

           (e)   any other matter which such Partners agree in writing shall require the consent of each such Partner.

           Section 5.3   Meetings. The Executive Committee shall hold regular meetings as frequently as it determines to be necessary, which shall be called by the Partner designated at the last preceding meeting. Either Partner may call a special meeting upon five Business Days' notice to the other Partner. All meetings shall be held at such location in the United States as may be specified in any notice of a meeting. In case of emergency, reasonable notice of a special meeting shall suffice. There shall be a quorum if one member representing each Partner represented on the Executive Committee is present, Each notice of a special meeting shall specify the matters to be considered at such meeting but any matter may be considered with the consent of all members of the Executive Committee. The minutes of such meeting, which shall be prepared by a Partner designated at such meeting, shall be, when signed by each Major Partner, the official record of the decisions made by the Executive Committee and shall be binding on the Partners. All costs of attending such meetings shall be paid for by the Partners individually.

           Section 5.4   Action Without Meeting. In lieu of meetings, the Executive Committee may hold telephone conferences, so long as all decisions are immediately confirmed in writing by the Partners whose consent was required to make the decision.

           Section 5.5   Matters Requiring Approval. Subject to the provision in Section 5.2, the Executive Committee shall have exclusive authority to adopt Budgets and to determine all management matters related To the Partnership.

           Section 5.6   Budgets. (a) On or prior to September 1 of each calendar year commencing on or after January 1, 1984, the Partnership shall prepare a proposed Budget for the following calendar year. The proposed Budget shall be considered at a meeting of the Executive Committee held during the last three months of the calendar year. If no budget is approved at such meeting, the Partners shall cause a special meeting of the Executive Committee to be held to consider further and approve a Budget.

           (b)   For any period during which no Budget has been duly adopted by the Executive Committee, the Executive Committee shall be deemed to have approved, and, without any further act of any Partner being required, the Partners shall be bound by, a Budget consisting of the following items:

                     (i)    for the first calendar year during which no Budget is so approved, expenditures for items other than capital expenditures in amounts equal to the amounts approved in the last Budget duly approved by the Executive Committee without regard to this subsection;

                     (ii)    such additional operating or capital expenditure items as the Executive Committee shall unanimously approve; and

                     (iii)     such additional expenditures in such amounts and at such times as may be necessary in the reasonable good judgment of any Major Partner in order To avoid any default by the Partnership under any contract or agreement by which the Partnership, whether directly or as agent, is bound.

           (c)   Any Budget may be amended at any time by vote of the Executive Committee in accordance with Section 5.2.

           Section 5.7   Interim Budgets. For any period during which no Budget has been duly adopted by the Executive Committee, the Executive Committee shall be deemed to have approved, and, without any further act of any Partner being required, the Partners shall be bound by a Budget consisting of the following items:

           (a)   for the calendar year during which no Budget has been adopted, Operations and expenditures for items other than capital expenditures of a type, to the extent and in amounts equal to the amounts approved in the last Budget duly approved by the Executive Committee without regard to this Section;

           (b)   such Operations and operating or capital expenditure items as the Executive Committee shall unanimously approve; and

           (c)   such Operations and additional operating or capital expenditures in such amounts and at such times as may be necessary in the reasonable good faith judgment of any Major Partner in order to maintain the Operations or to avoid any default by the Partnership or any Partner under any contract or agreement by which they are bound.

           Section 5.8   Officers. The Executive Committee shall have the right to appoint officers for such Partnership offices as it deems necessary, including, but not limited to, the offices of president, vice-president, secretary, and treasurer. Except with respect to the approval of the Budget, the Executive Committee shall have the right to delegate to the Partnership officers such authority and responsibility concerning The management and operation of the Partnership as the Executive Committee deems appropriate. Such delegation of authority to Partnership officers shall be by unanimous resolution adopted by the Executive Committee and set forth in The regular minutes of business. Any third party dealing or contracting with the Partnership through its officers pursuant to a resolution of the Executive Committee shall have the right to rely on the expressed provisions of such resolution without regard to the appropriateness of the act of delegation.

ARTICLE VI

Allocation of Profits and Losses

           Section 6.1   Profits and Losses. Net Profits and Net Losses of the Partnership shall be allocated to the Partners in proportion to their Partnership Interests.

           Section 6.2   Allocation of Distributions Subsequent to Assignment. The Net Profits and Net Losses of the Partnership attributable to any interest in the Partnership acquired by reason of the assignment of the interest or substitution of a Partner with respect to that interest and any distributions made with respect thereto shall be allocated between the assignor and the assignee and set forth in a document delivered to the other Partner and the Manager. If no such agreement between the assignor and the assignee is delivered to the other Partner and the Manager all Net Profits and Net Losses accruing prior to the effective date of such assignment or substitution and all distributions with respect thereto shall be allocated or distributed to the assignor and all other profits, losses and distributions shall be allocated or distributed to the assignee. Such partner and the Manager shall not be liable to the assignor or the assignee as long as allocations and distributions are made in good faith on such basis.

           Section 6.3   Capital Accounts. A capital account shall be maintained for each Partner. A Partner's capital account shall be credited with (i) the amount of cash paid and the fair market value of property contributed to the Partnership as capital contributions and (ii) the share of Partnership income or gains allocable to such account, and shall be debited with (x) the share of Partnership deductions or losses allocable to such account and (y) the amounts of any distributions made to such Partner with respect to such account. The initial capital accounts of the Partners shall be equal. Additionally, a separate capital account shall be maintained for each Partner on the same basis as previously set forth in this Section 6.3 but substituting the tax basis for the fair market value of property contributed to or distributions from the Partnership and basing depreciation calculations on such tax basis.

ARTICLE VII

Accounting

           Section 7.1   Books and Records; Accounting Policies. The books and records of the Partnership shall be maintained on an accrual basis in accordance with United States generally accepted accounting principles and with the Accounting Procedure. Such books and records shall be adequate to permit the preparation of complete financial statements and the filing of tax returns by the Partners and the Partnership.

           Section 7.2   Audit. Unless waived by the Executive Committee, the accounts of the Partnership shall be audited as of the end of each calendar year by Coopers & Lybrand or any other nationally recognized firm of certified public accountants unanimously selected by the Partners. Any Partner shall be entitled (either directly or through any designated representative) at any time during normal business hours and without any need for prior notice to examine and make copies of the books and records of the Partnership.

ARTICLE VIII

Tax Considerations

           Section 8.1   Taxable Year. The Partnership's taxable year shall be the calendar year.

           Section 8.2   Elections. Neither the Partnership nor any Partner shall elect at any time to be excluded from any of the provisions of Subchapter K of the Code. Any other election required or allowed to be made by the Partnership shall be made by an Act of the Partners, except that the Partners hereby agree for Federal income tax purposes:

           (a)   To keep the books of the Partnership on an accrual basis; and

           (b)   that all tax election shall be made with the intent of maximizing deductions in the current year to the extent permissible under law, unless all Partners agree otherwise.

           Section 8.3   Allocations. For Federal income tax purposes the distributive share of each Partner in each item of Partnership income, gain, loss, deduction or credit shall be allocated to and among the Partners according to the same percentages and provisions herein governing the Partners' sharing of profits and losses.

           Section 8.4   Tax Returns. the Tax Matters Partner (or, in designated instances, the Partnership, if all Partners agree) shall prepare, or cause to be prepared, Federal, state and local income, and other, tax returns of the Partnership and shall file such returns, which shall be satisfactory in form and substance to each Partner and other entity that was a Partner during the tax year for which such return is filed, with the Internal Revenue Service and with the appropriate state and local taxing authorities.

           Section 8.5   Tax Matters Partner. A Tax Matters Partner of the Partnership shall take no action as Tax Matters Partner unless all Major Partners and other entities that were Major Partners during the tax year with respect to which such action is to be taken shall have unanimously agreed that that action shall be taken, and a Tax Matters Partner shall give to the other Partners prompt notification (without regard to any time period allowed by the Code for any such notification) of any communication from or action by the Internal Revenue Service with respect to the Partnership or any Partnership Item of the Partnership. The Tax Matters Partner for the Partnership is hereby designated to be Roaring Creek.

ARTICLE IX

Distributions

           Section 9.1   Capital. Except as otherwise provided herein, capital, whether cash or property, may not be distributed by or withdrawn from the Partnership without the consent of each Major Partner.

           Section 9.2   Excess Cash. To the extent that the cash available in the bank accounts of the Partnership at the close of business on the twentieth calendar day of each month exceeds the anticipated cash requirements of the Partnership for such month and the next month, such cash shall be distributed on such day first, to repay any loan made by any Partner or the Partnership pursuant to Section 4.6 and second to the Partners in proportion to their respective Partnership Interests as of the last day of the preceding month.

ARTICLE X

Dissolution and Purchase Rights

           Section 10.1   Dissolution. The Partnership may be dissolved only as follows:

           (a)   By written agreement of all Major Partners;

           (b)   Upon delivery of notice to the other Partners by any Partner, if a Major Partner has transferred all or any portion of its Partnership Interests in violation of Article XI and such violation has remained uncured for at least 60 days after notice of such violation by such Partner to the Transferring Partner; or

           (c)   Upon delivery of notice by any Partner, if the Partner to whom such notice is directed (the "defaulting Partner") (x) has failed to make a contribution of, or contributions aggregating, $50,000 or more in accordance with the provisions of Article IV hereof and such failure to pay has not been cured by the nondefaulting Partner and has continued for a period of 30 days after notice thereof to the defaulting Partner from the nondefaulting Partner or (y) has failed to repay within two Business Days after demand any loan made by the nondefaulting to the defaulting Partner pursuant to Section 4.6.

           Section 10.2   Distributions Upon Liquidation. (a) Except as set forth in paragraph (b) below, upon any dissolution of the Partnership, the assets of the Partnership shall thereupon be liquidated and the proceeds from such shall be applied and distributed in the following order of priority:

                     (i)    to the payments of debts and liabilities of the Partnership and the expenses of such liquidation and of any loans made by the Partnership or any Partner pursuant to Section 4.6;

                     (ii)    to the setting up of any reserves which are reasonably necessary (in the reasonable judgment of any Major Partner or, in the case of any dissolution pursuant to Section 10.1(c), in the reasonable judgment of the nondefaulting Partner) for any contingent or unforeseen liabilities of the Partnership; and

                     (iii)    if the balances of the capital account of the Partners at the time of the initial distribution are not in proportion to their respective Partnership Interests, to the Partner whose capital account is proportionately excessive to the extent of such excess and until such balances are in such proportion and thereafter any in any other event to the Partners in proportion to their Partnership Interests; provided, however, that any Partner whose balance in the capital account is a negative amount shall contribute to the Partnership in cash the amount of that negative balance.

In connection with any liquidation of the assets of the Partnership, each Partner shall have the right to bid on any asset on an equal basis as third parties, it being the intent hereof that upon liquidation the activities of the Partnership shall be wound down, the assets of the Partnership shall be reduced to cash and such shall be distributed as set forth in this Section 10.2.

           (b)   If Roaring Creek would otherwise be entitled to give notice of the dissolution of the Partnership under Section 10.1(b) or 10.1(c), Roaring Creek may elect, in lieu of giving such notice, to notify Grassy Cove that it will acquire the Partnership Interest of Grassy Cove and its Affiliates pursuant to Section 10.3 hereof. If Grassy Cove would otherwise be entitled to give notice of the dissolution of the Partnership in accordance with Section 10.1(b) or 10.1(c), Grassy Cove may elect, in lieu of giving such notice, to notify Roaring Creek that it will acquire the Partnership Interest of Roaring Creek and its Affiliates pursuant to Section 10.3 hereof. In any such case, the Partners shall execute such instruments of amendment, assignment and consent as may be required or advisable.

           Section 10.3   Buy-Out. Any Partner that elects pursuant to Section 10.2 (b) (the "Purchasing Partner") to purchase the Partnership Interests of any Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he provisions of the notice relating to such date. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each of the two preceding years plus five percent) of the then existing ongoing brokerage or other contracts of the Partnership. Such present value shall be determined by either John T. Boyd Company of Pittsburgh, Pennsylvania, Cates Engineering Company of Beckley, West Virginia, or Paul Weir Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payable, at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership Interest, or within five years thereafter in equal annual installments payable on the date of such transfer and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.6. The Partnership Interest to be acquired by the Purchasing Partner shall include all of the Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all obligations to the Partnership or to the Purchasing Partner other than for those resulting from events occurring prior to the effective date of such Transfer. The selling Partner agrees, from time to time at the request of the Purchasing Partner, at or after the date of such transfer, to execute and deliver such instruments of conveyance, assignment, transfer and consent as may be required or advisable for the effective conveyance and transfer of any of the business, properties, name, good will, assets and rights included in such Partnership Interest.

           Section 10.4   Continuing Responsibilities. Notwithstanding any amendment or termination of this Agreement or dissolution of the Partnership, and subject to the provisions of this Agreement, each Partner shall remain liable for, and shall to the extent that they have not theretofore been paid and discharged and to the extent that any reserves created upon the dissolution of the Partnership shall be insufficient therefor, pay, when due, its proportionate interest (based or percentage amount equivalent to its Partnership Interest at the time of such dissolution) of, all liabilities of the Partnership, including without limitation, liabilities (i) assumed or incurred by the Partnership prior to the time of the dissolution or (ii) arising thereafter as a result of the conduct of the business of the Partnership prior to the dissolution of the Partnership and the completion of the liquidation or sale of all of the assets of the Partnership.

           Section 10.5   Right to Redress. The provisions of this Article XI are not intended to set forth the exclusive remedies available if any Partners shall be in default under this Agreement and shall be in addition to each and every other remedy now or hereafter existing. A Partner may institute legal action against the other Partner in its own name or that of the Partnership if such other, Partner is in default under this Agreement with no consent required on the part of such defaulting Partner.

ARTICLE XI

Transfer of Interest

           Section 11.1    General. Prior to the fifth anniversary of the date of this Agreement, no Partner shall have the right to assign, transfer, convey, pledge or otherwise dispose of any or all of its Partnership Interest. Thereafter no such assignment, transfer, conveyance, pledge or disposition shall be made except with the prior consent of the other Partner (which shall not be unreasonably withheld). The transferring Partner shall remain liable hereunder for the good and punctual performance of its pre-transfer Partnership Interest of obligations and liabilities (no matter when arising) arising out of operations of the Partnership prior to such transfer and, in case of any transfer to an Affiliate of the transferring Partner, shall remain liable hereunder to the extent such Partner would have been, or such Affiliate is, liable hereunder as though no such transfer had been made. The transferring Partner and the transferee shall bear all tax consequences and shall reimburse all other reasonable out-of-pocket expenses of any Major Partner in connection with the transfer and the transferee, as of the effective date of the transfer, shall have agreed in writing in a form satisfactory to the other Partners to be bound by this Agreement (including this Article XI) to the same extent as the transferring Partner. Any transfer not made in compliance with this Article XI shall be null and void.

           Section 11.2   Assignment to an Affiliate. Section 11.3 and the first sentence of Section 11.1 shall not apply to, and no consent of any Partner shall be required for, an assignment of all or any portion of a Partner's Partnership Interests to an Affiliate of the assignor.

           Section 11.3   Preemptive Right. (a) Except as otherwise provided in Section 11.4, if a Partner desires to convey, assign or transfer all or any part of its Partnership Interest, the other Partner shall have a preemptive right to acquire such Partnership Interest as provided in this Section 11.3.

           (b)   A Partner intending to transfer all or any part of its Partnership Interest shall promptly notify the other Partner of such intent. The notice shall identify the proposed transferee and shall state the price (which shall be payable in cash only) and all other material terms and conditions of the intended transfer. The other Partner shall have 90 days from the date such notice is delivered to notify the transferring Partner whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the transfer shall be consummated promptly after notice of such election is delivered to the transferring Partner.

           (c)   If the Partner entitled to purchase hereunder fails to so elect within the period provided for in Section 11.3(b), the transferring Partner shall have 90 days following the expiration of such period to consummate the transfer to the proposed transferee at a price and on terms no less favorable to the transferring Partner than those set forth in the notice required in Section 11.3(b).

           (d)   If the transferring Partner fails to consummate the transfer to the proposed transferee within the period set forth in Section 11.3(c), the preemptive right of the other Partner with respect to any disposition of such Partnership Interest shall be revived. Any subsequent proposal to transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 11.3.

           Section 11.4   Exceptions to Preemptive Right. Section 11.3 shall not apply to any transfer occurring by operation of law in a corporate merger, consolidation, amalgamation or reorganization of a Partner in which the surviving entity possesses all of the stock or all of the property rights and interests, and is subject to all of the liabilities and obligations of that Partner or to the grant by a Partner of a security interest in any portion of its Partnership Interest pursuant to the second paragraph of Section 11.1.

           Section 11.5   Instruments of Assignment. Whenever any Partnership is transferred to any entity which thereby becomes a Partner, the other Partner agrees to execute an appropriate instrument admitting such entity.

           Section 11.6   More than Two Partners. Without limiting the rights of any Partner under Section 11.1, if, after giving effect to any transfer of Partnership Interests in accordance with this Article XI there would be more than two Partners, Section 4.6, Section 10.2(b), Section 10.3 and Section 11.3 shall be amended, effective the date of such transfer, as appropriate to reflect the increased number of Partners and all references to Partner or Partners shall be deemed to refer to or include such additional Partner where the context requires.

ARTICLE XII

Insurance

           Section 12.1   Insurance. The Partnership shall maintain:

           (a)   Coverage which shall comply with all applicable state and workers' compensation and occupational disease laws and which shall encompass all employees of the Partnership. These policies shall also provide for employers' liability in the amount of not less than $1,500,000 (see section on comprehensive general liability).

           (b)   Comprehensive general liability insurance against claims arising out of the operations of the Partnership with limits of not less than $2 million per occurrence, $4 million in the aggregate. Policy shall include stop gap employers' liability endorsement, should coverage for same be omitted from workers' compensation policies.

           (c)   Automobile bodily injury and property damage liability covering automobiles owned, non-owned, or leased by the Partnership or the Manager in connection with the Operations or the Partnership. Limits of liability shall be not less Than $2 million per occurrence, $4 million in the aggregate.

           (d)   Umbrella liability coverage in the amount of not less than $50 million, in the name of the Partner or in the name of each Partner, (providing excess coverage for employer's liability, comprehensive general liability, automobile liability, and limited named perils pollution).

           (e)   insurance against physical loss or damage to real and personal property owned by the Partnership by fire, explosion and other hazards or casualties. Such overage shall have limits not less than the fair market value of the insured assets, subject to a deductible not exceeding $1 million.

           (f)   Insurance to compensate for business interruption losses, if such coverage is economically attainable.

           (g)   And other such insurances as are customarily maintained in the business (including but not limited to fidelity, environmental impairment, directors and officers, etc.).

ARTICLE XIII

ACQUISITIONS WITHIN APPALACHIA

           Section 13.1    General. Any interest or option to acquire any Interest in Coal Properties in Appalachia acquired or held during the term of this Agreement by or on behalf of a Partner or any Affiliate shall, except as otherwise provided in this Article or agreed to by the Partners, be included in the Partnership and shall be subject to the terms and provisions of this Agreement.

           Section 13.2   Intention of Parties. It is the intention of the Partners that, except if it is necessary to act quickly in acquiring Coal Properties and consultation among the Partners is not practicable or if a Partner does not elect to accept the interest pursuant to Section 13.4, Coal Properties be acquired by the Partners in the Partnership name and not through the procedures described in Section 13.3, 13.4, and 13.5.

           Section 13.3   Notice to Nonacquiring Partner. If it is not practicable to acquire Coal Properties in the Partnership name as contemplated by Section 13.2, within 14 days after the acquisition by any Partner or its affiliate of any interest or the option to acquire any interest in Coal Properties, the acquiring Partner shall notify the other Partner of such acquisition. Such notice shall describe in detail the acquisition, the real property and minerals covered thereby, the cost thereof, and the reasons why the acquiring Partner believes that the acquisition of the interest is in the best interests of the Partners under this Agreement. The acquiring Partner shall also make any and all other information concerning the acquired interest available to the other Partner.

           Section 13.4   Option Exercised. If, within 90 days after receiving the acquiring Partner's notice pursuant to Section 13.3, the other Partner notifies the acquiring Partner of its election to accept the acquisition in the Partnership name, the acquiring Partner or Affiliate shall convey to the Partnership, by deed or by assignment of lease in form acceptable to the other Partner, such acquired interest. The acquired interest shall become a part of the Partnership for all purposes of this Agreement immediately upon notice of such other Partner's election to accept such. Such other Partner shall promptly pay to the acquiring Partner its proportionate share of the latter's actual out-of-pocket acquisition costs and shall assume its proportionate share of any indebtedness incurred in making such acquisition.

           Section 13.5   Option Not Exercised. If the other Partner does not give such notice within the 90-day period set forth in Section 13.4, neither it nor the Partnership shall have any interest in the acquired interest, and the acquired interest shall not be a part of the Partnership, shall not be considered Coal Property and shall not be subject to this Agreement.

           Section 13.6   Stock Acquisitions. If any Partner acquires, or proposes to acquire, any interest in Coal Property through the acquisition of stock in a company in which such interest and related assets represent less than 50 percent of the fair market value of all assets of such company, such acquisition or proposed acquisition shall be subject to this Article XIII only if reasonably practicable and if such interest and related assets can reasonably be offered to a Partner and held in partnership subject to this Agreement.

ARTICLE XIV

General Provisions

           Section 14.1   Information. The Partnership shall from time to time provide each Partner with such information and records as such Partner may reasonably request.

           Section 14.2   Confidentiality. Each Partner and the Partnership shall use their best efforts to assure that all information disclosed to them in connection with the business of the Partnership and not otherwise generally available shall be kept confidential and shall not be revealed without the consent of the Partners to anyone other than to directors, employees, accountants and representatives of the Partnership, the Partners and their Affiliates or in connection with filings required by law with government agencies or courts. If such information is revealed to such persons, each Partner and the Partnership agree to use best efforts to have such persons keep such information confidential.

           Section 14.3   Notices. Notices, payments and other required communications to the Partners or the Partnership shall be in writing or by telex with acknowledgment of receipt and shall be effective (i) when delivered during normal business hours to the party to be given such notice, election or consent at the address designated by it for such delivery, (ii) five Business Days after such notice, election or consent shall have been deposited in the United States mails, certified or registered with return receipt requested and postage thereon fully prepaid, addressed to such address or (iii) on the calendar day following the day such notice, election or consent shall have been transmitted by telecopy, telex or telegram, fully prepaid, to such address or telephone number, whichever shall first occur until otherwise specified by notice to the other Partner, the addresses and telephone numbers for any such notice, election or consent shall be:

           If to Roaring Creek:

Roaring Creek Coal Company
251 N. Illinois Street
Post Office Box 967
Indianapolis, Indiana 46206-0967
Attention: Vice President, Law & Governmental Affairs
Telex: 276163
Telecopier: 317-266-3429

           If to Grassy Cove:

Grassy Cove Coal Mining Company
c/o American Petrofina, Incorporated
Fina Plaza
8350 North Central Expressway
Post Office Box 2159
Dallas, Texas 75206
Attention: Vice President
Telex: 0730138
Rapifax: 214-750-2798

           With a copy to:

Petrofina S.A.
52 Rue de I'Industrie
1040 Brussels, Belgium
Attention: Manager, Coal Operations
Telex: PFINAB 846 21556
Rapifax: 322-2339191

           If to the Partnership:

Bentley Coal Company




Attention:
Telephone:

           Any notice delivered to any Partner or to the Partnership shall be given to all other Partners and the Partnership as nearly simultaneously as is practicable.

           Section 14.4   Waiver. The failure of a Partner to insist on the performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the Partner's right thereafter to enforce any provision or exercise any right.

           Section 14.5    Modification. No waiver under, modification of or to this Agreement shall be valid unless made in writing and duly executed by the requisite number of Partners.

           Section 14.6   Further Assurances. Each of the Partners agrees that it shall from time to time take such actions and execute such additional instruments as may be reasonably necessary to carry out the purposes of this Agreement.

           Section 14.7   Governing Law. This Agreement shall be governed by the laws of the State of New York and shall be construed in accordance with the Act.

           Section 14.8   Consent to Jurisdiction; Service of Process. Subject to Section 14.9, each of the Partners: (a) irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, or proceeding arising out of or relating to this Agreement or the operations of the Partnership; (b) irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum; (c) hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and processes which may be in any suit, action or proceeding of the nature referred to in this Section 14.3 and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to such Partner's address specified in Section 14.3; and (d) agrees that such service (i) be deemed in every respect effective service of process upon it in any such action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 14.8 shall affect the right of any Partner to serve process in any manner permitted by law or limit the right of any Partner to bring proceedings against any other Partner in the courts of any Jurisdiction or jurisdictions. Partner will, no later than 30 days after the date of this Agreement, take any action necessary to make the preceding appointment effective and will deliver to the other Partner a copy of acceptance of appointment of CT Corporation System.

           Section 14.9   Settlement of Disputes and Arbitration. The Partners recognize that disagreements between them could result in an impasse. Partners further recognize that such an impasse resulting from disagreement with respect to Budgets and certain other major decisions would have an adverse effect upon Operations. Accordingly, the Partners have agreed upon the mechanisms set forth in this Section 14.9 pending resolution of such disagreements.

          If the partners are unable to resolve disputes, Roaring Creek and Grassy Cove will, prior to referring any matter to arbitration pursuant to this Section 14.9 or Section 2.4 of the Accounting Procedure, in the first instance refer the dispute to top level executives of AMAX Inc. a New York corporation, and Petrofina S.A., a Belgian corporation, respectively, who are not members of the Executive Committee or the FINAMAX Management Committee, and if such executive officers do not resolve the dispute within 30 days of referral, either Partner may refer such matter to arbitration as provided herein or in Section 2.4, as the case may be. Any dispute or difference which may arise between the Partners solely with respect to the meaning or interpretation of any provision of this Agreement, other than disputes or differences with respect to accounting matters described in and subject to Section 2.4 of the Accounting Procedure, shall be finally settled by arbitration in accordance with the regulations of the American Arbitration Association. Either Partner may serve written demand on the other Partner that any such dispute be settled by arbitration within 30 days of the date such written demand, the Partner serving such demand shall deliver to the other Partner a written designation of an arbitrator. The other Partner shall, within 30 days after receipt of such designation, deliver to the first Partner a written designation of an arbitrator selected by such other Partner. The two arbitrators so designated shall designate a third arbitrator mutually acceptable to them, but if the two arbitrators are unable within 15 days to agree upon a third arbitrator, or if the other Partner or the two arbitrators shall fail to designate an arbitrator within 30 days after the designation of an arbitrator by the first Partner, the first Partner may apply to the American Arbitration Association for the appointment by such Association of such second or third arbitrator in accordance with its rules and regulations. If such experience is, in the judgment of the Major Partners, relevant to the question to be arbitrated, the arbitrators appointed by each Partner and the American Arbitration Association shall be persons experienced in the coal business.

           The Partners agree to be conclusively bound by the decision or report of arbitrators designated in accordance with the preceding paragraph and Section 2.4 of the Accounting Procedure.

           Section 14.10   Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, and which together shall constitute but one agreement.

           Section 14.11   Severability. If any provision of this Agreement or the application of any provision hereof to any party or set of circumstances is held invalid, the remainder of this Agreement and the application of such provision to any other party or set of circumstances shall not be affected unless the invalidity of such provision substantially impairs the benefits of the remaining provisions or the realization of the agreements of the parties expressed herein.

           Section 14.12    Miscellaneous. This Agreement supersedes any other agreement dated prior to the date hereof, including the Heads of Agreement, between the Partners or their Affiliates with respect to the subject matter of this Agreement.

           IN WITNESS WHEREOF, the parties hereto have caused this Partnership Agreement to be executed by their duly authorized representatives as of the date first above written.

Roaring Creek Coal Company

By:   /s/ illegible                       
Its:   



Grassy Cove Coal Mining Company

By:   /s/ illegible                       
Its:   Vice President

EXHIBIT A

ACCOUNTING PROCEDURES

ARTICLE I

Definitions

           Terms used herein and defined in the Partnership Agreement have the meaning set forth therein and the following terms have the following meanings:

           "Agreement" means the Partnership Agreement;

           "Section" means a section of this Accounting Procedure, unless otherwise specified.

ARTICLE II

General Provisions

           Section 2.1.   Books, Records and Accounts; Audits

           The Partnership shall maintain, or cause to be maintained, true and correct books, records and accounts for the Partnership in accordance with the terms of the Partnership Agreement and with United States generally accepted accounting principles. All revenues and costs shall be recognized on an accrual basis. Such books, records and accounts shall include but not be limited to a complete set of double-entry books, consisting of appropriate asset accounts, liability accounts, capital accounts (i.e., Partners' equity accounts), and income and expense accounts. They shall be used to record all revenues, income, costs, expenses, receipts, disbursements, and other transactions of the Partnership, including the brokering and purchase and disposition of coal. Appropriate records, such as weigh tickets and engineering surveys, shall be maintained to verify the amount of production, coal purchases and shipments. The books, records and accounts shall be retained for three years, or such additional periods as may be required by the Internal Revenue Code.

          The Partnership books, records and accounts shall be audited annually as provided in Section 7.2 of the Partnership Agreement. The results thereof shall be delivered to each Partner within 120 days of the end of the calendar year.

          All written exceptions to and claims upon the partnership for discrepancies disclosed by any audit shall be made within sixty (60) days following completion of such audit and delivery of the results thereto to the Partners.

          At any time during normal business hours and without any need for prior notice, any Partner shall be entitled (through either internal auditors or another designated representative) to examine and make copies of the books and records maintained by the Partnership.

           Section 2.2.   Internal Accounting Control

          The Partnership shall maintain or cause to be maintained systems of internal accounting control, including organization, supervision, procedures and records which are sufficient to provide reasonable assurance that:

           (a)   All transactions are properly authorized;

           (b)    All transactions are properly recorded on a timely basis to permit (1) preparation of financial statements and related footnotes in accordance with United States generally accepted accounting principles, (2) preparation of tax returns in accordance with the IRS Code and other applicable statutes, and (3) to maintain accountability for assets;

           (c)   All assets are adequately safeguarded and all liabilities are recognized and discharged on a timely basis;

           (d)   Recorded balances are periodically substantiated.

           Section 2.3.   Reports and Information

           Within twenty (20) calendar days after the end of each calendar month the Partnership Executive Committee shall be furnished a report as to the operating and financial results of FINAMAX Coal Company for the month and year-to-date, with comparisons to the adopted budget.

           Such financial information as is required for each partner to record their pro rata portion of the Partnership's financial results shall be furnished to each Partner on a timely basis. This financial information will normally consist of a statement of financial position, an income statement, and a schedule of capital expenditures, as well as other financial data reasonably requested by each Partner.

           Each Partner shall be furnished such forecast, budget and other information as may be reasonably required to allow the preparation of financial projections, tax returns and other required reports.

           Section 2.4.   Arbitration

          Any dispute or difference which may arise between the Partners with respect to the meaning, interpretation or application of the Accounting Procedure or with respect to any other accounting matter shall be finally settled by Coopers & Lybrand, or any other firm of certified public accountants selected by the Partnership Executive Committee. If Coopers & Lybrand or such firm has been consulted by either Partner regarding the matter in dispute, such firm shall select any other firm of certified public accountants to act in its stead.

           Section 2.5.   Cash Accounts

           The Partnership shall maintain or cause to be maintained such bank accounts as are approved by the Partnership Executive Committee.

EX-3

Exhibit 3.10(a)

RESTATED CERTIFICATE OF INCORPORATION

OF

SHELL MINING COMPANY

           SHELL MINING COMPANY a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

          1. The name of the corporation is SHELL MINING COMPANY and the name under which the corporation was originally incorporated is SHELL MINING COMPANY.

          The date of filing its original Certificate of Incorporation with the Secretary of State was October 17, 1983.

          2. This Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of this corporation in its entirety.

          3. The text of the Certificate of Incorporation as amended or supplemented heretofore is further amended hereby to read as herein set forth in full:

CERTIFICATE OF INCORPORATION
OF
SHELL MINING COMPANY

           FIRST: The name of the corporation is SHELL MINING COMPANY (hereinafter called "the Corporation" or "this Corporation").

          SECOND: 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.

          THIRD: The business purposes of the Corporation are to engage in the exploration for, development, mining, production, purchasing, transportation, washing, treating, refining, and marketing of coal, oil, shale, gold, silver, crude oil, natural gas and any other minerals or natural resources or the products therefrom; to own and hold, directly or indirectly, equity or other securities or interests in corporations, partnerships or other associations or ventures engaged in one or more of the above activities to acquire and employ such property as necessary and to make and enter into such contracts and agreements as appropriate in respect to the foregoing; and, in furtherance of such business purposes, to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

           FOURTH: The election of directors need not be by written ballot unless the By?Laws of the Corporation shall so provide.

          FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is Ten Thousand (10,000) shares of common stock, and the par value of each such share is one dollar ($1.00).

          SIXTH: The Board of Directors of the Corporation in exercising its powers in the furtherance of the abovestated business purposes, shall direct the management of the business and the conduct of the affairs of the Corporation by establishment of policies, procedures, and controls which shall govern the conduct of the Corporation and which shall preserve the separate legal identity of the Corporation.

          SEVENTH: A director of this Corporation, or any person serving as a director of another corporation at the request of this Corporation, shall not be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to this Corporation (or such other corporation) or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

          This Corporation shall have the authority to the full extent not prohibited by law, as provided in the By-Laws of this Corporation or otherwise authorized by the Board of Directors or by the stockholders of this Corporation, to indemnify any person who is or was a director, officer, employee or agent of this Corporation or is or was serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise or entity from and against any and all expenses, liabilities or losses asserted against, or incurred by any such person in any such capacity, or arising out of his status as such; and the indemnification authorized herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, 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 a person.

          This Corporation shall have the authority to the full extent not prohibited by law, as provided in the By-Laws of this Corporation or otherwise authorized by the Board of Directors or by the stockholders of this Corporation, to purchase and maintain insurance in any form from any affiliated or other insurance company and to use other arrangements (including, without limitation, trust funds, security interests, or surety arrangements) to protect itself or any person who is or was a director, officer, employee or agent of this Corporation or serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise or entity against any expense, liability or loss asserted against, or incurred by any such person in any such capacity, or arising out of his status as such, whether or not this Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

          4. This Restated Certificate of Incorporation was duly adopted by unanimous written consent of the stockholders in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said SHELL MINING COMPANY has caused this certificate to be signed by JACK L. MAHAFFEY its PRESIDENT and attested by S. J. PAUL, its SECRETARY, this 14th day of February, 1989.

SHELL MINING COMPANY

BY: /s/ Jack L. Mahaffey
       PRESIDENT

(CORPORATE SEAL)

ATTEST:

/s/ S.J. Paul
SECRETARY

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

          It is hereby certified that;

          1.    The name of the corporation (hereinafter called the "Corporation") is:

                     SHELL MINING COMPANY

          2.    The registered office of the corporation within the State of Delaware is hereby changed to 32 Loockerman Square, Suite L?100, City of Dover, 19901, County of Kent.

          3.    The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4.    The corporation has authorized the change hereinbefore set forth by resolution of its Board of Directors.

Signed on January 3, 1990

/s/ Jack L. Mahaffey
J. L. Mahaffey, President

Attest:

/s/ S.J. Paul
S.J. Paul, Secretary

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
SHELL MINING COMPANY

Adopted in accordance with the provisions
of Section 242 of the General Corporation Law of
the State of Delaware

          The undersigned officers of Shell Mining Company, a corporation existing under the laws of the State of Delaware (the “Corporation”), do hereby certify as follows:

          FIRST: The Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby amended by deleting ARTICLE THIRD in its entirety and substituting in lieu thereof a new ARTICLE THIRD as follows:

“THIRD. 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 the State of Delaware.”

          SECOND: That the Board of Directors of the Corporation, in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, duly adopted the foregoing amendment to the Certificate of Incorporation of the Corporation by unanimous written consent.

          THIRD: That the Sole Stockholder of the Corporation, in accordance with sections 228(c) and 242 of the General corporation Law of the State of Delaware, approved the foregoing amendment to the Certificate of Incorporation of the Corporation by unanimous written consent.

          IN WITNESS WHEREOF, the undersigned being the President and Secretary, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment of the Certificate of Incorporation as of this 10th day of November, 1992.

SHELL MINING COMPANY

By: /s/ illegible
Title: President

ATTEST:
/s/ S.J. Paul
Title: Secretary

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
SHELL MINING COMPANY

          The undersigned, being the Vice President and Secretary, respectively, of Shell Mining Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), do hereby certify as follows:

          1.    That the Sole Director of the Corporation pursuant to a Written Consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolution set forth below proposing an amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and further directed that the Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by deleting Article First and creating a new Article First to read as follows (the "Amendment"):

"FIRST: The name of the corporation is SMC MINING COMPANY (hereinafter called "the Corporation" or "this Corporation")."

          2.    That the Sole Stockholder of the Corporation, by written consent, approved and adopted the Amendment in accordance with Sections 228 and 242 of the General Corpora tion Law of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned, being the Vice President and Secretary hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment to Certificate of Incorporation this 23rd day of November, 1992.

By: /s/ Brent Motchan
       Brent Motchan
       Vice President

ATTEST: By: /s/ Michael Kafoury
       Michael Kafoury
       Secretary

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

SMC MINING COMPANY

          The undersigned, being the Vice President and Secretary, respectively, of SMC Mining Company. a corporation and existing under and by virtue of the General Corporation law of the State of Delaware (the “Corporation”), do hereby certify as follows:

          1.    That the Directors of the Corporation pursuant to a Written Consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolution set forth below proposing an amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and further directed that the Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by deleting Article First and creating a new Article First to read as following (the "Amendment"):

"FIRST: The name of the corporation is Bluegrass Coal Development Company (hereinafter called "the Corporation" or "this Corporation")."

          2.    That the Sole Stockholder of the Corporation, by written consent, approved and adopted the Amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned, being the Vice President and Secretary hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment to Certificate of Incorporation this 5th day of December, 1995.

By: /s/ Michael A. Kafoury
       Michael A. Kafoury
       Secretary

Certificate of Ownership and Merger

Merging

Paragon Coal International, Inc.
A Delaware corporation

into

Bluegrass Coal Development Company
a Delaware corporation

          The undersigned Corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           FIRST: That the name and state of the incorporation of each of the constituent corporations of the merger is as follows:

Name

Paragon Coal International, Inc.

Bluegrass Coal Development Company State of Incorporation

Delaware

Delaware

           SECOND: Bluegrass Coal Development Company owns 100% of the outstanding stock of Paragon Coal International, Inc.

          THIRD: That the Board of Directors of Bluegrass Coal Development Company adopted as of May 23, 1997 the following resolutions pursuant to which Paragon Coal International, Inc. is merged with and into Bluegrass Coal Development Company in accordance with Section 253(a) of the General Corporation Law of the State of Delaware:

WHEREAS it is deemed advisable and in the best interests of the Corporation that Paragon Coal International, Inc. (“Paragon”), a direct wholly?owned subsidiary of the Corporation, be merged with and into the Corporation

NOW THEREFORE, BE IT:

RESOLVED, that Paragon be merged with and into the Corporation and that the Corporation assume all of Paragon’s obligations, all in accordance with Section 253 of the General Corporation Law of the State of Delaware;

RESOLVED, that the Certificate of Ownership and Merger merging Paragon with and into the Corporation to be filed with the Secretary of State of Delaware (the “Merger Certificate”), be, and it hereby is, authorized and approved in all respects; and

RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to execute and file the Merger Certificate and to take any and all actions necessary to effectuate the merger described in the foregoing resolutions.

           FOURTH: That the name of the surviving corporation of the merger is Bluegrass Coal Development Company.

          FIFTH: The surviving corporation may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Delaware, as well as for any enforcement of any obligation of the surviving corporation arising from the merger, and it does hereby irrevocably appoint the Secretary of State of the State of Delaware as its agent to accept service of process or any such suit or other proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is 50 Jerome Lane, Fairview Heights, Illinois 62208 until the surviving shall have hereafter designated in writing to the said Secretary of State a different address for such purpose.

Bluegrass Coal Development Company

By: /s/ C..K. Lane

       Name: C.K. Lane

       Title: President

Dated: May 23, 1997

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

          Bluegrass Coal Development Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is Prentice Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

          The Board of Directors of Bluegrass Coal Development Company adopted the following resolution on the 21st day of May 1999

          Resolved, that the registered office of Bluegrass Coal Development Company in the State of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

          IN WITNESS WHEREOF, Bluegrass Coal Development Company has caused this statement to be signed by Kevin Crutchfield, its President, this 21st day of May, 1999.

/s/ Kevin Crutchfield
Kevin.Crutchfield, President

EX-3

Exhibit 3.10(b)

AMENDED AND RESTATED BYLAWS

OF

BLUEGRASS COAL DEVELOPMENT COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.11(a)

ARTICLES OF INCORPORATION

OF

BOWIE RESOURCES LIMITED

          The undersigned, acting as the incorporator of a corporation to be incorporated under the laws of the State of Colorado, adopts these Articles of Incorporation.

Article I.
Name

          The name of the Corporation is Bowie Resources Limited.

Article II.
Authorized Capital

          The Corporation shall have authority to issue 1,000 shares of common stock with a par value of $.01 per share.

Article III.
Agent - Offices

          A. Initial Registered Agent. The street address of the initial registered office of the Corporation is 1535 Grant Street, Suite 140, Denver, CO 80202, and the of the initial registered agent at that address is Search Company International. The written consent of the initial registered agent to the appointment as such is stated below.

          B. Initial Principal Office. The address of the Corporation's initial principal office is 1535 Grant Street, Suite 140, Denver, CO 80202.

Article IV.
Incorporator

          The name and address of the incorporator is Amy Waters an individual, 555 17th Street, Suite 2900, Denver, CO 80002.

Article V.
Purpose - Powers

          A. Purpose. The purpose for which the Corporation is organized is to transact any lawful business or businesses for which corporations may be incorporated pursuant to the Colorado Business Corporation Act.

          B. Powers. The Corporation shall have and may exercise all powers and rights granted or otherwise provided for by the Colorado Business Corporation Act, including, but not limited to, all powers necessary or convenient to effect the Corporation's purpose.

Article VI.
Preemptive Rights

          The Corporation elects to have preemptive rights.

Article VII.
Board of Directors

          The corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a board of directors. The directors shall be elected at each annual meeting of the shareholders, provided that vacancies may be filled by election by the remaining directors, though less than a quorum, or by the shareholders at a special meeting called for that purpose. Despite the expiration of his or her term, a director continues to serve until his or her successor is elected and qualifies.

Article VIII.
Cumulative Voting

          Cumulative voting shall not be permitted in the election of directors.

Article IX.
Limitation on Director Liability

          A director of the Corporation shall not be personally liable to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director; except that this provision shall not eliminate or limit the liability of a director to the Corporation or to its shareholders for monetary damages otherwise existing for (i) any breach of the director’s duty of loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Colorado Business Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act as so amended. Any repeal or modification of this Article IX shall not adversely affect any right or protection of a director of the Corporation under this Article IX, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article IX, prior to such repeal or modification.

Article X.
Indemnification

          The Corporation may indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person. against all liability and expense (including attorneys’ fees) incurred by reason of the fact that such person is or was a director, officer, fiduciary, or agent of the Corporation or, while serving as a director, officer, fiduciary, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan to the extent and in the manner provided in any bylaw, resolution of the directors, resolution of the shareholders, contract, or otherwise, so long as such indemnification is legally permissible.

Article XI.
Quorum and Voting Requirements for Shareholders' Meetings

          A. Quorum. A majority of the outstanding shares shall constitute a quorum at any meeting of shareholders.

          B. Voting. Except as is otherwise provided by the Colorado Business Corporation Act with respect to action on amendment to these articles of incorporation, on a plan of merger or share exchange, on the disposition of substantially all of the property of the Corporation, on the granting of consent to the disposition of property by an entity controlled by the Corporation, and on the dissolution of the Corporation, action on a matter other than the election of directors is approved if a quorum exists and if the votes cast favoring the action exceed the vows cast opposing the action.

          IN WITNESS WHEREOF, the undersigned incorporator who is a natural person over the age of eighteen years has executed these Articles of Incorporation on November 4, 1994.

Name: /s/ Amy Waters
           Amy Waters, Incorporator

CONSENT OF REGISTERED AGENT

          The undersigned initial registered agent of Bowie Resources Limited does hereby confirm the address for such agent and consent to such registered agent’s appointment as such registered agent, all as set forth in Article III, above, as provided in Section 7-102-102(l)(f) of the Colorado Business Corporation Act.

SEARCH COMPANY INTERNATIONAL

BY: /s/ Juditha Ohlmacher
Name: Juditha Ohlmacher
Title: Asst. Secretary

Mail to: Secretary of State
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is Bowie Resources Limited.

SECOND: The following amendment to the Articles of Incorporation was adopted on January 13, 1995, as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below:

X Such amendment was adopted by the board of directors where shares have been issued.

If these amendments are to have a delayed effective date, please list that date: NA

(Not to exceed ninety (90) days from the date of filing)

THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:

           Article II is hereby deleted in its entirety and replaced with the following new Article II.

Article II. Authorized Capital.

          The Corporation shall have the authority to issue 100,000 shares of common stock with a par value of $.01 per share.

Bowie Resources Limited,
a Colorado Corporation


By: /s/ Larry Addington
Larry Addington, President

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
BOWIE RESOURCES LIMITED

          Pursuant to the provisions of the Colorado Business Corporation Act, BOWIE RESOURCES LIMITED hereby adopts the following Articles of Amendment to its Articles of Incorporation as follows:

          1. The name of the corporation is Bowie Resources Limited (the "Corporation").

          2. Article VIII of the Corporation's Articles of Incorporation, as amended or restated to date is deleted in its entirety and replaced with the following new Article VIII:

"Article VIII.
Cumulative Voting

Cumulative voting shall be required in the election of directors of the Corporation."

          3. This amendment was authorized by the shareholders on January 30, 1997, pursuant to the provisions of the Colorado Business Corporation Act.

          4. There were 1000 common shares of the Corporation issued, outstanding and entitled to vote on the amendment. Of Own shares, 1000 were indisputably represented and cast in favor of the amendment. The number of votes cast in favor of the amendment was sufficient for approval.

          IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed these Articles of Amendment to Articles of Incorporation of Bowie Resources Limited.

BOWIE RESOURCES LIMITED


By: /s/ Don Brown
Don Brown, President

STATEMENT OF CHANGE OF
REGISTERED OFFICE OR
REGISTERED AGENT, OR BOTH

          Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act. the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of Colorado submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado:

FIRST: The name of the corporation, limited partnership or limited liability company is: Bowie Resources, Limited

SECOND: Street address of current REGISTERED OFFICE is: 1535 Grant Street, Ste. 140, Denver, Co 80202

and if changed, the new street address is: 1675 Broadway, Denver, Co 80202

THIRD: The name of its current REGISTERED AGENT is: Search Companv International

and if changed, the new registered agent Is: THE CORPORATION COMPANY

Signature of New Registered Agent. /s/ Susan J. Metze Susan J. Metze, Asst. Secretary

Principal place of business 1500 North Big Run Road, Ashland, Kentucky 41102

The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

FOURTH: If changing the principal place of business address ONLY, the new address is

Signature /s/ John Lynch
Title: John Lynch, Vice President

STATEMENT OF CHANGE OF
REGISTERED OFFICE OR
REGISTERED AGENT, OR BOTH

Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act the undersigned, organized under the laws of: Colorado

submits the following statement for the purpose of changing Its registered office or its registered agent or both, in the state of Colorado:

FIRST: The name of the corporation, limited partnership or limited liability company is:

Bowie Resources Limited

SECOND: Street address of current REGISTERED OFFICE is:

and if changed, the new street address is:

THIRD: The name of its current REGISTERED AGENT is:

and if changed, the new registered agent is:

Signature of New Registered Agent

Principal place of business

The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

FOURTH: If changing the principal place of business address ONLY, the new address Is

2000 Ashland Drive, Ashland, KY 41101-7058

Signature /s/ John Lynch
                John Lynch

Title Vice President and Secretary

EX-3

Exhibit 3.11(b)

AMENDED AND RESTATED BYLAWS

OF

BOWIE RESOURCES LIMITED

(a Colorado Corporation)

ARTICLE I

Offices

           1.  Business Offices. The Corporation may have one or more offices at such place or places within or outside 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.  Principal Office. The initial principal office of the Corporation shall be as set forth in the Articles of Incorporation. The Board of Directors, from time to time, may change the principal office of the Corporation.

           3.  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 Business Corporation Act, as it may be amended from time to time (the "Act").

ARTICLE II

Business of the Corporation

           The business of the Corporation shall be limited solely to conducting coal mining, high-wall mining, and orchard operations, and carrying on any and all activities related thereto.

ARTICLE III

Shareholders' Meetings

           1.  Annual Meetings. The annual meeting 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 each year on November 15, at 10:00 a.m., local time at the place of the meeting fixed by the Board of Directors, or, if not so fixed, at the principal office designated in the Articles of Incorporation. If the day so fixed for such annual meeting shall not be a business day or 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 shares representing not less than ten percent (10%) (or, in the event of any merger or other consolidation, the percentage ownership interest in the entity surviving such merger or other consolidation that a ten percent (10%) shareholder in the Corporation would have received in such merger or consolidation) of all votes entitled to be cast on any issue proposed to be considered at the meeting. The record date for determining the shareholders entitled to demand a special meeting is the date of the earliest of any of the demands pursuant to which the meeting is called, or the date that is 60 days before the date the first of which demands is received, whichever is later. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice.

           3.  Place of Special Meetings. Special meetings of shareholders shall be held at such place or places, within or outside the State of Colorado, as may be determined by the Board of Directors and designated in the notice of the meeting, or, if no place is so determined and designated in the notice, the place of the shareholders' meetings shall be the principal office of the Corporation.

           4.  Notice of Meetings. Not less than 14 nor more than 60 days prior to each annual or special meeting of shareholders, written notice of the meeting shall be delivered to each shareholder entitled to vote at such meeting; provided, however, that if the authorized shares of the Corporation are proposed to be increased, at least 30 days' notice in like manner shall be given; and provided, further, that if other or different notice is required by the Act (as in the case of the sale, lease or exchange of the Corporation's assets other than in the usual and regular course of business, or the merger, consolidation or dissolution of the Corporation) the provisions of the Act shall govern. Notices shall be delivered by i) personal delivery, ii) facsimile transmission, iii) registered or certified mail, postage prepaid, return receipt requested; or (iv) nationally recognized overnight or other express courier services. All notices shall be effective and shall be deemed delivered (i) if by personal delivery, on the date of delivery if delivered during normal business hours of the recipient, and if not delivered during such normal business hours, on the next Business Day following delivery; (ii) if by facsimile transmission, on the next Business Day following dispatch of such facsimile; (iii) if by courier service, on the third Business Day after dispatch of a notice addressed to the shareholder at the address of such shareholder appearing in the stock transfer books of the Corporation and (iv) if by mail, on the date of receipt. If three (3) successive letters mailed to the last known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for such shareholder is made known to the Corporation. The notice of any meeting shall state the place, day and hour of the meeting. The notice of a special meeting shall, in addition, state the meeting's purposes.

           5.  Shareholders List. A complete record of the shareholders entitled to vote at such meeting (or an adjourned meeting described in Section 9 of this Article III) arranged by voting groups and, within each voting group, 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. The shareholders list shall be available for inspection by any shareholder beginning on the earlier of ten (10) days before the meeting or two (2) days after notice is given and continuing through the meeting and any adjournment thereof, subject to the requirements of Article 116 of the Act. Such record shall also be produced and kept at the time and place of the meeting during the whole time thereof and subject to inspection for any purpose germane to the meeting by any shareholder who may be present.

           6.  Organization. The President or, in the President's absence, any Vice President shall call meetings of shareholders to order and act as chairperson of such meetings. In the absence of said officers, any shareholder entitled to vote at the meeting, or any proxy of any such shareholder, may call the meeting to order and a chairperson shall be elected by a majority of the shareholders present and entitled to vote at the meeting. The Secretary or any Assistant Secretary of the Corporation or any person appointed by the chairperson may 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 chairperson shall be charged with the orderly conduct of all meetings of shareholders.

           8.  Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. In the absence of a quorum at any shareholder's meeting, a majority of the shareholders present in person or represented by proxy and entitled to vote at the meeting may adjourn the meeting from time to time for a period not to exceed 120 days from the original date of the meeting without further notice (except as provided in Section 9 of this Article III) 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. If the adjournment is for more than 120 days from the date of the original meeting, 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 shareholder of record entitled to vote at the meeting.

           10.  Voting.

                a.  Except as provided in the Articles of Incorporation or the Act, at every meeting of shareholders, or with respect to corporate action which may be taken without a meeting, every shareholder shall 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 XII of these Bylaws (or for the record date established pursuant to statute in the absence of such designation).

                b.  A shareholder may vote the shareholder's shares in person or by proxy. A person may appoint a proxy in person or through an attorney-in-fact and such appointment may be transmitted by telegram, teletype, or other written statement of appointment permitted by the Act. The appointment is effective for eleven months unless a different period is expressly provided in the appointment form. An appointment shall be revocable unless coupled with an interest including the appointment of any of the following: (1) a pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the Corporation who extended credit to the Corporation under terms requiring the appointment; (4) an employee of the Corporation whose employment contract requires the appointment; or (5) a party to a voting trust agreement.

                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 the Act and any other applicable law.

                d.  Shares of the Corporation held of record by another corporation that are entitled to vote 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, action on a matter (other than the election of directors) by a voting group shall be approved if the shares entitled to vote are cast so that the votes cast within the voting group favoring the action exceed the votes cast opposing the action, 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.

                f.  At each election for directors, each shareholder entitled to vote at such election shall have the right to cast, in person or by proxy, as many votes in the aggregate as such shareholder shall be entitled to vote under the Articles of Incorporation, multiplied by the number of directors to be elected at such election; and each shareholder may cast the whole number of votes for one (1) candidate, or distribute such votes among two (2) or more candidates. Such directors shall not be elected in any other manner.

           11.  Inspectors. The chairperson of the meeting may at any time appoint two 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 voting 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 such director's or officer's election to any position with the Corporation or on any other question in which such officer or director may be directly interested.

           12.  Meeting by Telecommunication. Any or all of the shareholders may participate in any annual or special shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. Any shareholder participating in a meeting by any such means of communication is deemed to be present in person at the meeting.

ARTICLE IV

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 or special meetings called for that purpose. In an election of directors, the number of candidates equaling the number of directors to be elected having the highest number of votes cast in favor of their election shall be elected to the Board of Directors. Each director shall be elected to serve and to hold office until the next succeeding annual meeting and until such director's successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal.

           2.  Number and Qualification. The Board of Directors shall consist of four (4) members. Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.

           3.  Annual Meetings. On the same day each year as, and immediately following, the annual shareholders' meeting, the Board of Directors shall meet for the purpose of organization, election of officers, approval of the annual Budget, the annual Mining Plan, and the annual Schedule of Mining Operations, and the transaction of any other business.

           4.  Regular Meetings. Regular Meetings of the Board of Directors shall be held on the 15th day of February, May, August and November, or the first business day following each such date, at such time or times as may be determined by the Board of Directors and specified in the notice of such meetings. One such meeting, to be agreed upon by the Board of Directors, shall be held in Tokyo, Japan, each year, provided that a shareholder that is a subsidiary of, or affiliated with, a Japanese corporation (a) holds greater than fifteen percent (15%) (or, in the event of any merger or other consolidation, the percentage ownership interest in the entity surviving such merger or other consolidation that a fifteen percent (15%) shareholder in the Corporation would have received in such merger or consolidation) of the total outstanding shares of the Corporation on average for the year; and (b) is a shareholder at the time of such meeting.

           5.  Special Meetings. Special Meetings of the Board of Directors shall be held within the United States only. Such meetings may be called by the President or any shareholder owning greater than fifteen percent (15%) (or, in the event of any merger or other consolidation, the percentage ownership interest in the entity surviving such merger or other consolidation that a fifteen percent (15%) shareholder in the Corporation would have received in such merger or consolidation) of the total outstanding shares of the Corporation, and shall be called by the President or the Secretary on the written request of any two directors.

           6.  Place of Meetings. Except as specifically set forth otherwise herein, any meeting of the Board of Directors may be held at such place or places either within or outside 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 annual, regular or special, shall be given to each director. If such notice is given either (a) by personally delivering written notice to a director or (b) by personally telephoning such director, it shall be so given at least ten (10) days prior to the meeting. If such notice is given either (1) by depositing a written notice by overnight courier service, postage prepaid, or (2) by facsimile transmission, in all cases directed to such director at that person's residence or place of business, it shall be so given at least fourteen (14) days prior to the meeting. The notice shall state the place, date and hour thereof, but need not, unless otherwise required by the Act, state the purposes of the meeting.

           8.  Quorum. Seventy-five percent (75%) of the number of directors fixed by or in accordance with Section 2 of this Article IV that are entitled to vote shall constitute a quorum at all meetings of the Board of Directors, provided that at least one director elected by each shareholder having sufficient shares to elect a director is present at the meeting (unless all directors elected by such shareholder are not entitled to vote). The vote of a majority of the directors present and entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the express provision of a statute, the Articles of Incorporation, or these Bylaws requires a different vote, in which case such express provision shall govern and control. In the absence of a quorum at any such meeting, a majority of the directors present and entitled to vote 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 the President's absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors. The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as secretary of each meeting of the Board of Directors. The agenda of and procedure for such meetings shall be as determined by the Board of Directors. All proposed agenda topics and documents to be reviewed at the Annual Meetings and the Regular Meetings shall be delivered to each director at least fourteen (14) days prior to any such meeting.

           10.  Resignation. Any director of the Corporation may resign at any time by giving written notice of such director's 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, unless it so provides. A director who resigns may deliver to the Secretary of State for filing a statement to that effect.

           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 at a special meeting of the shareholders called and held for such purpose; provided, however, that if less than the entire Board of Directors is to be removed, and if cumulative voting of shares in the election of directors is allowed, a director may not be removed if the votes entitled to be cast against such director's removal would be sufficient to elect such director if such votes were cumulatively voted for such director at an election of the entire Board of Directors.

           12.  Vacancies. Any vacancy occurring for any reason in the Board of Directors shall be filled by an election by the shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by an election by the shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of such director's predecessor in office and shall hold office until the expiration of such term and until a successor shall be elected and shall qualify or until such director's 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 a successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal. If the vacant directorship was held by a director elected by a voting group of shareholders, the vacancy shall be filled by the vote of the holders of shares of that voting group entitled to fill such vacancy.

           13.  Technical Committee. The Board of Directors shall create a technical committee that shall prepare a proposed Mining Plan and Schedule of Mining Operations and advise the Board of Directors and report to it prior to each of its Annual Meetings and Regular Meetings and as otherwise directed by the Board of Directors (the "Technical Committee"). The Technical Committee shall be comprised of three persons, a Chairperson and two engineer representatives, who shall be appointed by the Board of Directors, provided, however, that the Board of Directors shall appoint at least one individual selected by each shareholder having sufficient shares to elect a director. The persons appointed to the Technical Committee shall not be required to be directors. The Technical Committee shall not have or exercise any authority of the Board of Directors other than such authority as is necessary to prepare a proposed Mining Plan and Schedule of Mining Operations, except as specifically delegated to it by resolution of the Board of Directors. The Corporation shall reimburse the members of the Technical Committee for their expenses incurred in attending the Annual Meeting and the Regular Meetings of the Board of Directors.

           14.  Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by or in accordance with Section 2 of this Article IV, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by statute or Section 15 of this Article IV, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation. Rules governing the procedures for meetings of executive or other committees shall be as established by the Board of Directors or by such committee. Notwithstanding the foregoing, no committee shall: (a) authorize distributions; (b) approve or propose to shareholders action that the Act requires to be approved by shareholders; (c) fill vacancies on the Board of Directors or on any of its committees; (d) amend the Articles of Incorporation; (e) adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (h) authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the Board of Directors may authorize a committee or an officer to do so within limits specifically prescribed by the Board of Directors.

           15.  Actions Requiring Unanimous Consent. The following actions shall require the unanimous approval of the members of the Board of Directors that are entitled to vote thereon:

           a.  Selecting the accounting firm that will audit the Corporation's financial statements;

           b.  Authorizing the Corporation to engage in any business or operation outside of coal mining, high-wall mining, or operating orchards;

           c.  Approving the Corporation's annual Budget (including, but not limited to, projected annual borrowings), which shall be in substantially the same form as the attached Annex A, annual Mining Plan, and annual Schedule of Mining Operations;

           d.  Making any change in the schedule of mining operations that results in an aggregate deviation of twenty-five percent (25%) or more (fifteen percent (15%) or more for any fiscal year following a fiscal year in which the amount of coal produced by the Corporation exceeds 1,500,000 tons) from the annual Schedule of Mining Operations last approved by the Board of Directors;

           e.  Making any change in the annual Budget that results in an aggregate increase or decrease of twenty-five (25%) or more (fifteen percent (15%) or more for any fiscal year following a fiscal year in which the amount of coal produced by the Corporation exceeds 1,500,000 tons) in the amount of any category of expenditure or borrowing contained in the most recent annual Budget unanimously approved by the Board of Directors;

           f.  Making any decision relating to a construction or development project that (i) costs or is budgeted to cost in excess of One Million United States Dollars (US$1,000,000.00), and (ii) has incurred actual costs and expenses that exceed the budget for the project by at least Two Hundred Fifty Thousand United States Dollars (US$250,000);

           g.  Approving the sale, transfer, assignment or other disposition of any asset which has a fair market value exceeding One Million United States Dollars (US$1,000,000.00);

           h.  Approving any financing related to the construction and development of Bowie Mine #2;

           i.  Permanently closing any mine of the Corporation;

           j.  Issuing additional shares of stock, or any warrants, rights, options, debentures or bonds of ,or in, the Corporation;

           k.  Amending or repealing any provisions of the Articles of Incorporation or these Bylaws relating to (i) quorum or voting requirements (including this Section 15) for or by the Board of Directors, (ii) the number of Directors, (iii) the frequency of Annual Meetings and Regular Meetings of the Board of Directors, (iv) the establishment and membership of committees, and (v) the business, and any and all activities related thereto, that may be conducted by the Corporation;

           l.  Adopting any articles of incorporation or bylaws having provisions relating to (i) quorum or voting requirements for the Board of Directors, (ii) the number of Directors, (iii) the frequency of Annual Meetings and Regular Meetings of the Board of Directors, (iv) the establishment and membership of committees, and (v) the business, and any and all activities related thereto, that may be conducted by the Corporation;

           m.  Dissolving the Corporation;

           n.  Selling, exchanging, transferring or otherwise disposing of substantially all of the assets of the Corporation;

           o.  Entering into any merger or other consolidation with any other entity unless (i) the Corporation is the surviving entity, (ii) the agreement of merger or other consolidation provides that any and all rights of the parties to that certain Marketing Agreement dated January 30, 1997, between the Corporation and Mitsui Matsushima Co., Ltd. and that certain Shareholders Agreement dated January 30, 1997, among the Corporation, Larry A. Addington, Harold E. Sergent and Mitsui Matsushima America, Inc., as such rights exist as of the date of the merger or other consolidation, shall be respected by the Corporation, (iii) any shares of capital stock received by shareholders that were shareholders of the Corporation immediately prior to the merger or consolidation (the "Pre-merger Shareholders") shall be allocated among such Pre-merger Shareholders in proportion to their share ownership before the merger or other consolidation, and (iv) on the date following the merger or other consolidation, the fair market value of all shares received by the Pre-merger Shareholders as a result of such merger shall not be less than the fair market value of the shares of the Corporation held by the Pre-merger Shareholders immediately prior to such merger or other consolidation.;

           p. Executing an employment contract with an executive that is related to, or affiliated with, a shareholder or an affiliate thereof; and

           q.  Commencing a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or consenting to the entry of an order for relief in an involuntary case under any such law, or consenting to the appointment of, or possession being taken by, a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Corporation or for any substantial part of the Corporation's property, or the making of any general assignment for the benefit of creditors.

           16.  Compensation of Directors. Each director shall be allowed such amount per annum or such fixed sum for attendance at meetings of the Board of Directors, executive or other committees, 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 such director's duties (including, but not limited to, expenses incurred in attending meetings of the Board of Directors). Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

ARTICLE V

Waiver of Notice by Shareholders and Directors
and Action of Shareholders and Directors by Consent

           1.  Waiver of Notice. A shareholder may waive any notice required by the Act or by the Articles of Incorporation or these Bylaws, and a director may waive any notice of a directors meeting, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder or director entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. Attendance of a shareholder or the attendance or participation by a director at a meeting waives objection to lack of required notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting, or the director, at the beginning of the meeting or promptly upon his or her later arrival, objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice, and, in the case of a director, does not thereafter vote for or assent to action taken at the meeting, and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, or of a matter without special notice required by the Act, the Articles of Incorporation, or these Bylaws, unless the shareholder or director objects to considering the matter when it is presented and, in the case of a director, does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

           2.  Action Without a Meeting. Unless the Articles of Incorporation require that such action be taken at a shareholders' meeting, any action required or allowed to be taken at a meeting of the shareholders, directors or members of an executive or other committee may be taken without a meeting if all shareholders entitled to vote with respect to the subject matter, or all directors entitled to vote with respect to the subject matter, or all members of an executive or other committee, as the case may be, give written consent to the specific action taken. The record date for determining shareholders entitled to take action without a meeting is the date upon which a writing upon which the action is to be taken is first received by the Corporation. Action taken without a meeting shall be effective: in the case of an action of shareholders, as of the date the last writing necessary to effect the action is received by the Corporation unless all writings necessary to effect the action specify a later date, in which case the later date shall be the date of the action; in the case of other actions, action is taken when the last director signs a writing describing the action taken unless before such time the Secretary has received a written revocation of the consent of any other director, and any action so taken shall be effective at the time taken unless the directors specify a different effective date.

           3.  Meetings by Telecommunication. One or more members of the Board of Directors or any committee designated by the Board of Directors may hold or participate in a meeting of the Board of Directors or such committee through the use of any means of communication by which all persons participating can hear each other at the same time. Any director participating in a meeting by any such means of communication is deemed to be present in person at the meeting. However, any director participating in a meeting by any such means of communication may appoint, by written appointment delivered to the Board of Directors at least three (3) business days prior to the meeting, a person to be physically present, but not vote, at the meeting on behalf of the director.

ARTICLE VI

Officers

           1.  Election and Tenure. The officers of the Corporation shall consist of a President, a Secretary and Treasurer, each of whom shall be appointed annually by the Board of Directors. The Board of Directors may also designate and appoint such other officers and assistant officers as may be deemed necessary. 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. Each officer so appointed shall continue in office until a successor shall be appointed and shall qualify, or until the officer's earlier death, resignation or removal. Each officer shall be a natural person who is eighteen years of age or older.

           2.  Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice of resignation to the Board of Directors or the President. Such resignation shall take effect when the notice is received by the Corporation unless the notice specifies a later date, and acceptance of the resignation shall not be necessary to render such resignation effective. Any officer may at any time be removed by the affirmative vote of a majority of the number of directors fixed by or in accordance with Section 2 of Article IV of these Bylaws, or by an executive committee of the Board of Directors. 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 such officer's predecessor in office and shall continue in office until a successor shall be elected or appointed and shall qualify, or until such officer's earlier death, resignation or removal. The appointment of an officer shall not itself create contract rights in favor of the officer, and the removal of an officer does not affect the officer's contract rights, if any, with the Corporation and the resignation of an officer does not affect the Corporation's contract rights, if any, with the officer.

           3.  President. The President shall be the chief executive officer of the Corporation. The President shall (i) preside at meetings of the shareholders; (ii) have general and active management of the business of the Corporation; (iii) see that all orders and resolutions of the Board of Directors are carried into effect; and (iv) perform all duties as may from time to time be assigned by the Board of Directors.

           4.  Vice Presidents. The Vice Presidents, if any, 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 the inability or refusal of the President 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 the election or appointment of the Vice Presidents) 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 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, the preparation and maintenance of minutes of the directors' and shareholders' meetings and other records and information required to be kept by the Corporation under Article XII and for authenticating records of the Corporation, and to be custodian of 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 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, to disburse such funds as ordered by the Board of Directors, making proper accounts thereof, and to render as required by the Board of Directors statements of all such transactions as Treasurer and of the financial condition of the Corporation.

           7.  Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. In the absence, inability or refusal to act of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, 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 or Treasurer, as the case may be.

           8.  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 such officer's duties and for the restoration to the Corporation of any property belonging to the Corporation in such officer's possession or under the control of such officer.

           9.  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 VII

Indemnification

           1.  Indemnification. To the extent permitted or required by the Act and any other applicable law, if any director or officer of the Corporation is made a party to or is involved in any proceeding because such person is or was a director or officer of the Corporation, the Corporation shall (a) indemnify such person from and against any liability, including but not limited to expenses of investigation and preparation, expenses in connection with appearance as a witness and fees and disbursements of counsel, accountants or other experts, incurred by such person in such proceeding, and (b) advance to such person expenses incurred in such proceeding. The Corporation may in its discretion, but is not obligated in any way to, indemnify and advance expenses to an employee or agent of the Corporation to the same extent as to a director or officer, and the Corporation may indemnify an employee, fiduciary, or agent of the Corporation to a greater extent than expressly permitted herein for officers and directors, provided such indemnification is not in violation of public policy.

           2.  Provisions Not Exclusive. The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the Corporation may at its discretion provide for indemnification or advancement of expenses in a resolution of its shareholders or directors, in a contract or in its Articles of Incorporation.

           3.  Effect of Modification of Act. Any repeal or modification of the foregoing provisions of this Article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this Article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law and all other provisions or parts shall remain in full force and effect.

           4.  Definitions. As used in this Article, the following terms have the following meanings:

                a.  Act. When used with reference to an act or omission occurring prior to the effectiveness of any amendment to the Act after the effectiveness of the adoption of this Article, the term "Act" shall include such amendment only to the extent that the amendment permits a Corporation to provide broader indemnification rights than the Act permitted prior to the amendment.

                b.  Corporation. The term "Corporation" includes any domestic or foreign entity that is a predecessor of the Corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

                c.  Director or Officer. A "director" or "officer" is an individual who is or was a director or officer of the Corporation or an individual who, while a director or officer of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the Corporation's request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. The terms "director" and "officer" include, unless the context requires otherwise, the estate or personal representative of a director, of officer, as applicable.

                d.  Liability. The term "liability" means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine (including any excise tax assessed with respect to an employee benefit plan), or reasonable expenses.

                e.  Proceeding. The term "proceeding" means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

           5.  Insurance. The Corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Corporation, or who, while a director, officer, employee, fiduciary, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Corporation would have power to indemnify the person against the same liability under the Act. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity or any other interest through stock ownership or otherwise.

           6.  Expenses as a Witness. The Corporation may pay or reimburse expenses incurred by a director, officer, employee, fiduciary, or agent in connection with an appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding.

           7.  Notice to Shareholders. If the Corporation indemnifies or advances expenses to a director under this Article in connection with a proceeding by or in the right of the Corporation, the Corporation shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

ARTICLE VIII

Execution of Instruments; Loans; Checks and
Endorsements; Deposits; Proxies

           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 when the execution and delivery of the instrument shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless authorized to do so 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.  Borrowing. 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 committee designated by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, an officer may (a) 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 (b) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Corporation as security for the payment of any loans or obligation of this Corporation, and to that end may execute and deliver for the Corporation such instruments as may be necessary or proper in connection with such transaction.

           3.  Loans to Directors, Officers and Employees. The Corporation may lend money to, guarantee the obligations of and otherwise assist directors, officers and employees of the Corporation, or directors of another corporation of which the Corporation owns a majority of the voting stock, only upon compliance with the requirements of the Act.

           4.  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 for the Corporation 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.

           5.  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.

           6.  Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President: (a) may from time to time appoint one or more agents of the Corporation, in the name and on behalf of the Corporation, (i) 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 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 (ii) to consent in writing to any action by such other corporation, association or other entity; (b) may instruct the person so appointed as to the manner of casting such votes or giving such consent; and (c) 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 may be deemed necessary or proper.

ARTICLE IX

Shares of Stock

           1.  Certificates of Stock. The shares of the Corporation may, but need not, be represented by certificates. Unless the Act or another law expressly provides otherwise, the fact that the shares are not represented by certificates shall have no effect on the rights and obligations of shareholders. If the shares are represented by certificates, such certificates shall be signed by the President and the Secretary or such other representatives of the Corporation as are designated by the Board of Directors; provided, however, that where such certificate is signed or countersigned by a transfer agent or registrar (both of which may be the Corporation itself 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. Every certificate representing shares issued by the Corporation shall state the number of shares owned by the holder in the Corporation, shall designate the class of stock to which such shares belong, and shall otherwise be in such form as is required by law and as the Board of Directors shall prescribe.

           2.  Shares Without Certificates. The Board of Directors may authorize the issuance of any class or series of shares of the Corporation without certificates. Such authorization shall not affect shares already represented by certificates until they are surrendered to the Corporation. Within a reasonable time following the issue or transfer of shares without certificates, the Corporation shall send the shareholder a complete written statement of the information required on certificates by the Act.

           3.  Record. A record shall be kept of the name of each person or entity holding the stock represented by each certificate for shares of the Corporation issued, the number of shares represented by each such certificate, 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.

           4.  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 such registered holder's attorney thereunto authorized, and on the surrender of the certificate or certificates for such shares properly endorsed.

           5.  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 and as are not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation.

           6.  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 the Act.

ARTICLE X

Corporate Seal

           The corporate seal shall be in the form 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 any Assistant Secretary for the authentication of contracts or other papers required the seal.

ARTICLE XI

Fiscal Year

           The fiscal year of the Corporation shall be the year established by the Board of Directors.

ARTICLE XII

Corporate Books and Records

           1.  Corporate Books. The books and records of the Corporation may be kept within or outside 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 such shareholder's 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 50 nor less than 10 days before the date of such meeting, nor more than 10 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.

           4.  Inspection of Books and Records. Any person who has been a holder of record of shares of the Corporation (or of voting trust certificates representing such shares) for at least three months immediately preceding such holder's demand or who is the holder of record of, or the holder of record of voting trust certificates representing, at least five percent (5%) (or, in the event of any merger or other consolidation, the percentage ownership interest in the entity surviving such merger or other consolidation that a five percent (5%) shareholder in the Corporation would have received in such merger or consolidation) of all outstanding shares of the Corporation, has the right, upon written demand stating the purpose thereof, to examine, in person or by agent or attorney, at any reasonable time and for any proper purpose, the Corporation's books and records of account, minutes and record of holders of shares (and of voting trust certificates therefor) and to make extracts therefrom.

           5.  Distribution of Financial Statements. Upon the written request of any shareholder of the Corporation, the Corporation shall mail to such shareholder its last annual and most recently published financial statement.

           6.  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 unanimous resolution of the Board of Directors.

ARTICLE XIII

Emergency Bylaws and Actions

           Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.

ARTICLE XIV

Amendments

           Unless the Articles of Incorporation or a particular Bylaw reserves the right to amend the Bylaw to the shareholders, and subject to repeal or change by action of the shareholders, either the Board of Directors or the Shareholders shall have the power to alter, amend or repeal these Bylaws or adopt new bylaws.

EX-3

Exhibit 3.12(a)

ARTICLES OF INCORPORATION
OF
CC COAL COMPANY

          1. Corporate Name. The Corporation's name shall be CC Coal Company.

          2. Authorized Shares. The Corporation shall have authority to issue One Thousand (1,000) shares of no par value common stock.

          3. Registered Office and Agent. The street address of the Corporation's initial registered office shall be 2700 Lexington Financial Center, Lexington, Kentucky 40507. The name of the Corporation's initial registered agent at that office shall be BTH, Inc., Lexington.

          4. Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

          5. Incorporator. The name and mailing address of the incorporator are: Bryan K. Mattingly, 2700 Lexington Financial Center, Lexington, Kentucky 40507.

          6. Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

          7. Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person’s conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

          8. Limitation of Director Liability.

                     (a) Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b) Nothing in Article 8 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                                (i) Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                                (ii) Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                                (iii) Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                                (iv) Any transaction from which the director derived an improper personal benefit.

/s/Bryan K. Mattingly, Incorporator

Date: June 19, 1998

Prepared by:

/s/ Bryan K. Mattingly
Brown, Todd & Heyburn PLLC
2700 Lexington Financial Center
250 West Main Street
Lexington, Kentucky 40507-1749
(606) 231-0000

EX-3

Exhibit 3.12(b)

BYLAWS

OF

CC COAL COMPANY

1.  Meetings of Shareholders

           1.1  Except as the Board of Directors may otherwise designate, the annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal office.

2.  Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the majority vote of a quorum of shareholders who are present in person or by proxy at a meeting held to elect directors.

           2.2  Meetings of the Board of Directors may be called by the President/Chief Executive Officer or by any director.

           2.3  Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time and place of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting, or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3.  Officers

           3.1  The Corporation shall have a President/Chief Executive Officer, a Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom shall be appointed by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

           3.2  The President shall have:

                (a)  General charge and authority over the business of the Corporation, subject to the direction of the Board of Directors;

                (b)  Authority to preside at all meetings of the shareholders and of the Board of Directors;

                (c)  Authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, including, without limitation, any deed conveying title to any real estate owned by the Corporation and any contract for the sale or other disposition of any such real estate, and;

                (d)  Such other powers and duties as the Board of Directors may assign.

           3.3  The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President/Chief Executive Officer in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President/Chief Executive Officer may assign to them.

           3.4  The Secretary shall:

                (a)  Issue notices of all meetings for which notice is required to be given;

                (b)  Have responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the Corporation;

                (c)  Have charge of the corporate record books; and

                (d)  Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

          3.5 The Treasurer shall:

                (a)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                (b)  Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

           3.6  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President/Chief Executive Officer may assign.

4.  Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President/Chief Executive Officer.

           4.2  Certificates representing shares of the Corporation shall be signed (either manually or in facsimile) by the President/Chief Executive Officer and by the Secretary or Treasurer.

           4.3  Transfer of shares shall be made only on the stock transfer books of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.13(a)

CERTIFICATE OF INCORPORATION

OF

CANNELTON INC.

          1. The name of the corporation is

Cannelton Inc.

          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 stock which the corporation shall have authority to issue is one Thousand (1,000) and the par value of each of such shares shall be One Hundred Dollars ($100) amounting in the aggregate to One Hundred Thousand Dollars ($100,000.00).

          5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

          6. To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as director. Any repeal or modification of this Article shall not adversely affect any right or protection of an existing director at the time of such repeal or modification.

          7. The name and mailing address of the incorporator is:

Raymond J. Cooke
AMAX Inc.
200 Park Avenue
33rd Floor
New York, NY 10166

          I, THE UNDERSIGNED, being the incorporator bereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 18th day of November, 1991.

/s/ Raymond J. Cooke
Raymond J. Cooke

EX-3

Exhibit 3.13(b)

AMENDED AND RESTATED BYLAWS

OF

CANNELTON, INC.

SECTION 1

Meetings of Shareholders

           1.1   The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2   The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3   Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1   The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2   Meetings of the Board of Directors may be called by the President or by any director. 2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1   The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2   The President shall

                    (a)   Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                    (b)   Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                    (c)   Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                    (d)   Have such other powers and duties as the Board of Directors may assign to him.

           3.3   The Secretary shall

                    (a)   Issue notices of all meetings for which notice is required to be given,

                    (b)   Keep the minutes of all meetings and have charge of the corporate record books, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4   The Treasurer shall

                    (a)   Have the custody of all funds and securities of the Corporation,

                    (b)   Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5   Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1   Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2   Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.14(a)

AGREEMENT FOR INCORPORATION

I. The undersigned agree to become a corporation by the name of CANNELTON COAL AND COKE COMPANY.

II. The Principal Place of Business of said Corporation be located in the town of Sault Ste Marie, Province of Ontario, Canada.

Its chief works will be located in Cabin Creek District, Kanawha County, and Falls District, Fayette County, West Virginia.

III. The objects and purposes for which this Corporation is formed are as follows:

          To purchase, lease, acquire and own in fee simple or other estates, land, tenements and hereditaments or any interest therein or appurtenant thereto; to sell, mortgage, convey, lease or sublet or in any way dispose of or encumber any property, interest or estate so acquired or held.

          To mine, buy, deal in and sell coal and iron are or other minerals; to bore for. produce, buy deal in and sell oil and natural gas; to manufacture, buy and sell coke, iron and other metals or any product or by-product which may be made from coal, iron am other minerals; to refine, and manufacture, bay, deal in and call oil and natural gas and any products or by-products thereof; to cut. saw, manufacture and work lumber and other products of wood; to buy, deal in and sell timber; and all products of wood; to manufacture, buy, deal in and sell fire brick, building brick, cement blocks and all products of clay or atone, and building materials of all kinds; to purchase, lease or otherwise acquire. own and operate, tramroads, steamboats, barges, wharves, docks, storage facilities, warehouses, elevators, care for the transportation of any or an the products of its business, and any and all transportation facilities, to carry on a general merchandise business to buy and sell, and act as factor or agent for the purchase or sale of coal, coke, iron ore, iron, metals and minerals of all kinds, boilers, engines, building materials of all kinds, boilers, engines, locomotives, motors, dynamos, mills, rail, wire, and machines and machinery of all kinds, belting, oils, tools, and mining, mill, electrical manufacturing and railway equipment. material and supplies of all kinds.

          To build, construct, complete and equip, for itself or for others, houses, factories and buildings of all kinds, tipples, inclines, shafts, mining plants, power plants and manufacturing plants of all kinds.

          To own and operate water works and all kinds of lighting plants, power plants and heating plants; generate, control, distribute and sell power, light and heat produced by electricity, stem, water or in any other way.

          And to engage in and carry on any other business necessary, proper or useful in connection with or incidental to any of the foregoing purposes.

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 ($100.00) DOLLARS each; of which authorized capital stock the amount of FIVE HUNDRED ($500,00) DOLLARS has been subscribed, and the amount of FIVE HUNDRED ($500.00) DOLLARS has been paid.

V. The names and post office addresses of the incorporators and the number of shares of stock subscribed for by each, are as follows:

                                              NO SHARES OF         TOTAL NO.
     NAME                  P.O. ADDRESSES     COMMON STOCK         OF SHARES
Angus W. McDonald,         Charleston, WV           1                 1
V. L. Black                Charleston, WV           1                 1
O. P. Fitzgerald, Jr.      Charleston, WV           1                 1
John Wehrle                Charleston, WV           1                 1
L. G. Summerfield          Charleston, WV           1                 1

VI. This corporation is to expire May 30. 1960.

           Given under our hands this 30th day of May, 1910.

/s/ Angus W. McDonald
/s/ V. L. Black
/s/ O. P. Fitzgerald, Jr.
/s/ John Wehrle
/s/ L. G. Summerfield

STATE OF WEST VIRGINIA,

COUNTY OF KANAWHA, TO-WIT:

          I, S. P. Richmond, a Notary Public in and for the county and state aforesaid, hereby certify that Angus W. McDonald, John Wehrle, O. P. Fitzgerald, Jr., V. L. Black, and L. G. Summerfield, whose names are signed to the foregoing agreement bearing date on the 30th day of May, 1910, this day personally appeared before me in my said county and severally acknowledged their signatures to the same. And I further certify that Angus W. McDonald and L. G. Summerfield, two of the corporators named in the said agreement made oath before me that the amount therein stated to have been paid on the capital has been in good faith paid in, for the purposes and business of the intended corporation, without any intention or understanding that the same shall be withdrawn therefrom before the expiration or dissolution of this corporation.

           Given under my hard and official seal this 30th day of May, 1910.

/s/ S. P. Richmond
Notary Public

My Commission Expires:
December 12, 19[illegible]

STATE OF WEST VIRGINIA

CERTIFICATE

          I, JOE F. BURDETT, Secretary of State of the State of West Virginia, hereby Certify that Paul Morton, President of CANNELTON COAL AND COKE COMPANY, a corporation created and organized under the law of the State of West Virginia, has certified to me under his signature and the corporate seal of said corporation,that, in accordance with the provisions of Code of West Virginia, Chapter 31, Article 1, Section 68, as amended; that all of the stockholders of Cannelton Coal and Coke Company assented thereby to the foregoing resolutions:

          "1. RESOLVED: That Article I of the Agreement for Incorporation (charter) of this corporation be amended by changing said Article I so as to read as follows:

          I. The undersigned agree to become a corporation by the name of Cannelton Coal Company.

          2. RESOLVED: That Article II of the Agreement for Incorporation (charter) of this corporation be amended by changing said Article II so as to read as follows:

          II. The principal place of business of said corporation shall be located in Cannelton, Kanawha County, West Virginia.

          Its chief works will be located in Cabin Creek District, Kanawha County, and Falls District, Fayette County, West Virginia.

          3. RESOLVED: That Article IV of the Agreement of Incorporation (charter) of this corporation be amended by changing Article IV so as to read as follows:

          IV. The amount of the total authorized capital stock of said corporation shall be ONE MILLION DOLLARS ($1,000,000.00) which shall be divided into TEN THOUSAND (10,000) shares of the par value of ONE HUNDRED DOLLARS ($100.00) each; of which authorized capital stock the amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) has been paid.

          4. RESOLVED: That the President of this corporation pursuant to, and as provided in, Code of West Virginia, Chapter 31, Article 1, Section 12, as amended, be and hereby is, authorized, empowered and directed to certify the foregoing resolution to the Secretary of State of the State of West Virginia, and deliver to him a certificate under the signature of the President, and under the seal, of this corporation, duly attested by the Secretary of this Corporation, showing the adoption of the foregoing resolutions as provided by law, and showing the fact and manner of adopting same, and of the assenting of all of the stockholders of this corporation to the foregoing resolutions and showing this consent in writing of all of the stockholders of this corporation.”

           WHEREFORE, I do declare said increases of the authorized capital stock as set forth in the foregoing resolutions is authorized by law, and that said corporation shall hereafter be known by the name of CANNELTON COAL COMPANY, with principal office being changed to Cannelton, Kanawha County, West Virginia, and the chief works located in Cabin Creek District, Kanawha County, and Falls District, Fayette county, West Virginia.

          Given under my hand and the Great Seal of the said State, at the City of Charleston, this THIRTIETH day of SEPTEMBER, 1959.

JOE F. BURDETT,
Secretary of State

(G.S.)

CERTIFICATE OF PRESIDENT OF CANNELTON
COAL & COKE COMPANY

          The undersigned, Paul Morton, President of Cannelton Coal and Coke company, a corporation organized and doing business under and by virtue of the laws of the State of West Virginia, does hereby certify that the foregoing resolutions providing for the amendment of the Agreement of Incorporation (charter) of Cannelton Coal & Coke Company were duly adopted by all of the stockholders of Cannelton Coal & Coke Company by the execution by each of them of the foregoing Agreement of Stockholders in accordance with the provisions of Code of West Virginia, Chapter 31, Article 1, Section 68, as amended; and that all of the stockholders of Cannelton Coal & Coke Company assented thereby to the foregoing resolutions.

          IN WITNESS WHEREOF, the undersigned, Paul Morton, as President of Cannelton Coal & Coke Company, as required by law and pursuant to authority vested in him, has hereunto set his name under the seal of said Cannelton Coal & Coke Company, hereto affixed this 10 day of September, 1959.

CANNELTON COAL & COKE COMPANY

BY /s/ Paul Morton
       President

(SEAL)

ATTEST:

/s/ [Illegible]
Secretary

STATE OF WEST VIRGINIA

COUNTY OF FAYETTE, to wit:

          I, Herbert L. Stone, a Notary Public of said County, do certify that Paul Morton, who signed the writing above, bearing date the 10 day of September, 1959, for CANNELTON COAL & COKE COMPANY, a corporation, has this day in my said County, before me, acknowledged the said writing to be the act and deed of said corporation.

           Given under my hand this 10 day of September, 1959.

My commission expires Feb. 21, 1966.

/s/ Herbert L. Stone
Notary Public

AGREEMENT OF STOCKHOLDERS OF
CANNELTON COAL AND COKE COMPANY

          THIS AGREEMENT, Made and entered into this 4th day of September, 1959, by and between the undersigned stockholders, who are all the stockholders, of Cannelton Coal and Coke Company, a corporation organized and existing under and by virtue of the laws of the State of West Virginia,

W I T N E S S E T H:

          WHEREAS, all of the stockholders of Cannelton Coal and Coke Company desire that the charter of said corporation be amended in certain respects, as hereinafter set forth:

          NOW, THEREFORE, the undersigned stockholders, pursuant to Code of West Virginia, Chapter 31, Article 1, Section 68, as amended, do hereby agree in writing that the following resolutions be, and they hereby are, adopted as the resolutions of the undersigned stockholders of this corporation, and as the acts of this corporation:

          1. RESOLVED: That Article I of the Agreement for Incorporation (charter) of this corporation be amended by changing said Article I so as to read as follows:

                     I. The undersigned agree to become a corporation by the name of Cannelton Coal Company.

          2. RESOLVED: That Article II of the Agreement for Incorporation (charter) of this corporation be amended by changing said Article II so as to read as follows:

                     II. The principal place of business of said corporation shall be located in Cannelton, Kanawha County, West Virginia.

                                Its chief works will be located in Cabin Creek District, Kanawha County, and Falls District, Fayette County, West Virginia.

          3. RESOLVED: That Article IV of the Agreement of Incorporation (charter) of this corporation be amended by changing Article IV so as to read as follows:

                     IV. The amount of the total authorized capital stock of said corporation shall be ONE MILLION DOLLARS ($1,000,000.00) which shall be divided into TEN THOUSAND (10,000) shares of the par value of ONE HUNDRED DOLLARS ($100.00) each; of which authorized capital stock the amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) has been paid.

          4. RESOLVED: That the President of this corporation pursuant to, and as provided in, Code of West Virginia, Chapter 31, Article 1, Section?12, as amended, be and hereby is, authorized, empowered and directed to certify the foregoing resolution to the Secretary of State of the State of West Virginia, and deliver to him a certificate under the signature of the President, and under the seal, of this corporation, duly attested by the Secretary of this Corporation, showing the adoption of the foregoing resolutions as provided by law, and showing the fact and manner of adopting same, and of the assenting of all of the stockholders of this corporation to the foregoing resolutions and showing this consent in writing of all of the stockholders of this corporation.

                     IN WITNESS WHEREOF, the undersigned have hereunto affixed their hands and seals and Algoma Steel Corporation, Limited, has hereunto caused its corporate name to be signed and its corporate seal to be hereunto affixed by J. B. Barber, its Vice President, and H. G. MacAdam, its Secretary, thereunto duly authorized.

/s/ J. B. Barber

/s/ W. B. Devaney

/s/ Tom Gould

/s/ D. S. Holbrook

/s/ Paul Morton

/s/ F. G. Harris

ALGOMA STEEL CORPORATION, LIMITED

By /s/ J. B. Barber
       J. B. Barber, Vice President

/s/ H. G. MacAdam
       H. G. MacAdam, Secretary

          THIS AGREEMENT, Made and entered into on the 8th day of October, 1959, pursuant to the Code of West Virginia, Chapter 31, Article 1, Section 63, between

J. B. BARBER
W. B. DEVANEY
C. W. DRAKE
TOM GOULD
DAVID S. HOLBROOK
F. O. HARRIS and
PAUL MORTON

as directors of CANNELTON COAL COMPANY, a corporation organized and doing business under and by virtue of the laws of the State of West Virginia (hereinafter sometimes referred to as “Cannelton”), and being all of the directors of Cannelton, and

J. B. BARBER
W. B. DEVANEY
C. W. DRAKE
TOM GOULD
DAVID S. HOLBROOK
F. O. HARRIS and
PAUL MORTON

as directors of LAKE SUPERIOR COAL COMPANY, a corporation organized and doing business under and by virtue of the laws of the State of West Virginia (hereinafter sometimes referred to as “Lake Superior”), and being all of the directors of LAKE SUPERIOR.

           WHEREAS, Cannelton presently has an authorized capital of Ten Thousand (10,000) shares of stock of the par value of One Hundred Dollars ($100.00) each, of which five thousand (5,000) shares are issued at par value and are fully paid; and is engaged in the business of mining coal in West Virginia and in other activities connected with or incidental or related to the mining, processing and marketing of said coal, as well as the marketing of purchased coal on commission basis; and

           WHEREAS, Lake Superior presently has an authorized capital of five thousand (5,000) shares of the par value of One Hundred dollars ($100.00) each, of which four thousand, five hundred (4,500) shares have been issued at par value and are fully paid; and is engaged in the business of mining coal in West Virginia; and

           WHEREAS, the majority owner of the issued and outstanding shares of stock of both Cannelton and Lake Superior is Algoma Steel Corporation, Limited; and

           WHEREAS, the business affairs of both Cannelton and Lake Superior are closely related and Lake Superior presently sells coal to Cannelton for resale; and

           WHEREAS, most of the officers and directors of both Cannelton and Lake Superior are the same persons; and

           WHEREAS, a merger of Cannelton and Lake Superior, under the laws of the State of West Virginia, with Cannelton as the continuing, resulting and surviving corporation, is advisable and for the best interests of Cannelton and Lake Superior, and will result in the businesses of the two corporations being more efficiently and economically conducted under one management, and will also result in many other advantages to said two corporations, for the following, among other, reasons:

                     1. The businesses now conducted by the two corporations could be more efficiently and economically conducted under one management, particularly with respect to administration, purchasing, marketing and accounting;

                     2. Each of the two corporations has certain facilities that could be used by the other to the mutual advantage of both, which advantage could be more efficiently realized if all such facilities are owned by one of the two corporations; and

           WHEREAS, it appears that the terms and conditions of such merger and the mode of carrying the same into effect, including the basis for the exchange of shares of stock of Lake Superior for the shares of stock of Cannelton, as hereinafter stated, are fair and reasonable and for the best interests of Lake Superior and Cannelton, as well as the stockholders of the two corporations; and afford a legal, proper, and the only practical means of accomplishing such merger.

           NOW, THEREFORE, the parties to this agreement, for the purpose of prescribing the terms and condition of a merger of Lake Superior with or into Cannelton and the mode of carrying the same into effect, and of stating such other facts required by or permitted under the laws of the State of West Virginia with such other details and provisions as are deemed necessary, hereby agree as follows:

          1. Lake Superior will be merged with or into Cannelton as the continuing, resulting and surviving corporation, under, by virtue of, and pursuant to the laws of the State of West Virginia, on December 31, 1959, or on such later date as when Lake Superior and Cannelton have complied with all State and Federal laws, rules and regulations, governing or appertaining to such merger;

          2. Upon completion of the merger, Cannelton, as the continuing, resulting and surviving corporation, shall be a West Virginia corporation existing under and by virtue of the laws of the State of West Virginia, with its principal office located at Cannelton, Kanawha County, West Virginia, and shall continue to use the name “Cannelton Coal Company;"

          3. The purpose of the continuing corporation shall be the same as the purposes stated in the present charter of Cannelton Coal Company, as amended, a copy of which statement of purposes is attached hereto as Exhibit A and made a part of this Agreement;

          4. The continuing, resulting and surviving corporation will begin business with an authorized capital of $1,000,000 divided into 10,000 shares having par value of $100.00 each, of which 9,500 shares will be issued and outstanding;

          5. The names and addresses of the persons who will constitute the first board of directors of the continuing, resulting and surviving corporation are:

J. B. Barber
Sault Ste. Marie, Ontario, Canada

W. B. Devaney
Cannelton, West Virginia

C. W. Drake
Sault Ste. Marie, Ontario, Canada Tom Gould
Sault Ste. Marie, Ontario, Canada

David S. Holbrook
Sault Ste. Marie, Ontario, Canada

F. O. Harris
Cannelton, West Virginia

Paul Morton
Cannelton, West Virginia

          6. The names and addresses of the persons who will constitute the first officers of the continuing, resulting and surviving corporation are:

Paul Morton
Cannelton, West Virginia

David S. Holbrook
Sault Ste. Marie, Ontario, Canada

H. G. MacAdam
Sault Ste. Marie, Ontario, Canada President


Vice-President


Secretary

          7. The foregoing officers and directors shall continue in office until the next annual meeting of the continuing, resulting and surviving corporation, or until their successors are named;

          8. This agreement shall be submitted to the stockholders of Cannelton and Lake Superior, at meetings of said stockholders, called separately, for the purpose of taking the same into consideration, after notice in accordance with the laws of the State of West Virginia. At each of such meetings this agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of same, each share entitling the holder thereof to one vote. If the votes of stockholders of each of said corporations representing two-thirds of the total number of shares of its capital stock then issued and outstanding shall be for the adoption of this agreement, then that fact shall be certified on such agreement by the secretary of each of said corporations under the seal thereof; and the agreement so adopted and certified shall be signed by the president and secretary of each of such corporations under the corporate seals thereof and acknowledged by the president of each of such corporations to be the respective act, deed and agreement of each of such corporations, and the agreement so certified and acknowledged shall be filed in the office of the Secretary of State of West Virginia. Upon filing of this agreement as aforesaid and the recordation thereof as required by the laws of said State, each stockholder of Lake Superior shall be entitled to exchange his, her or its stock therein for stock of Cannelton in the ratio of one share of Cannelton stock for one share of Lake Superior stock.

          9. Upon merger of Lake Superior with or into Cannelton as aforesaid, the certificates representing shares of stock, issued and outstanding, of Lake Superior shall represent only the right of the registered holder thereof, or his assigns. to receive shares of stock of Cannelton as hereinabove provided. The stockholders of Lake Superior shall have thirty (30) days from the date of notice to them by Cannelton that shares of stock of Lake Superior may be exchanged for Cannelton stock in accordance with this Agreement, within which to deliver their certificates of stock representing shares of stock of Lake Superior to Cannelton, in order that certificates representing shares of stock of Cannelton may be issued;

          10. It is the intent and purpose of this Agreement, and such intent and purpose is hereby recognized and acknowledged, that when a merger as aforesaid is completed, consummated and accomplished, as provided under the laws of the State of West Virginia, that inter alia, for all purposes of the laws of the State of West Virginia:

                     (a) The separate existence of Lake Superior will cease for all purposes except for the limited purpose hereinafter provided, and Lake Superior will be merged into or with Cannelton in accordance with the provisions of this Agreement, with Cannelton, as a West Virginia corporation, as the continuing, resulting and surviving corporation;

                     (b) Cannelton will possess all the rights capacities, privileges, powers, franchises and authority possessed by Lake Superior under its charter and will be subject to all the restrictions, disabilities, and duties of Lake Superior as well as of itself;

                     (c) All property, real, personal and mixed, and all debts, liabilities and obligations due to Lake Superior on whatever account, as well as for stock subscriptions as all other things in action. or belonging to Lake Superior, as well as Cannelton, will be vested in Cannelton;

                     (d) All property rights, privileges, powers, franchises, and immunities (whether granted by the laws of the State of West Virginia or any other State), and all and every other interest of Lake Superior shall thereafter be as effectually the property of Cannelton as they were of Lake Superior.

                     (e) Title to any real estate vested in take Superior, whether vested by deed or otherwise, under the laws of the State of West Virginia, will not revert or be in any way impaired by reason of this agreement, or Chapter 31 of the Code of West Virginia.

                     (f) All rights of creditors of Lake Superior and Cannelton shall be preserved unimpaired, and all liens upon their property shall be preserved unimpaired and all debts, liabilities and duties of the constituent corporations shall thenceforth attach to Cannelton and may be enforced against Cannelton to the same extent as if said debts, liabilities and duties had been incurred or contracted by Cannelton.

                     (g) The officers of Lake Superior shall further evidence title to real estate owned or held by Lake Superior in West Virginia, in Cannelton, by executing and acknowledging for record a confirmatory deed or deeds to the respective parcels of real estate, which deed or deeds shall be recorded in the office of the clerks of the county courts in which such real estate is situate. Such deed or deeds shall recite as the consideration therefor the merger and shall be deemed confirmatory of the title of such real estate in Cannelton.

          11. As promptly as possible after its execution, this Agreement shall be submitted to the stockholder of each of the constituent corporations at separate meetings called for that purpose pursuant to the statute referred to above.

                     IN WITNESS WHEREOF, the following signatures and corporate seals of Lake Superior and Cannelton.

/s/ J. B. Barber
/s/ W. B. Devaney
/s/ C. W. Drake
/s/ Tom Gould
/s/ David S. Holbrook
/s/ F. O. Harris
/s/ Paul Morton

(CORPORATE SEAL) All Directors of Cannelton Coal Company
/s/ J. B. Barber
/s/ W. B. Devaney
/s/ C. W. Drake
/s/ Tom Gould
/s/ David S. Holbrook
/s/ F. O. Harris
/s/ Paul Morton

(CORPORATE SEAL) As Directors of Lake Superior Coal Company

CERTIFICATE OF SECRETARY OF CANNELTON
COAL COMPANY

          The undersigned, H. G. MacAdam, Secretary of Cannelton Coal Company, a corporation organized and doing business under and by virtue of the laws of the State of West Virginia, does, hereby certify that:

          1. The foregoing Agreement, dated the 8th day of October, 1959, providing for a merger of Lake Superior Coal Company, a corporation organized and doing business under and by virtue of the Laws of the State of West Virginia, with Cannelton Coal Company, and providing for Cannelton Coal Company to be the continuing, resulting and surviving corporation, upon which said agreement this certificate is made, was duly signed, on the 8th day of October, 1959, by the following persons, namely, J. B. Barber, W. B. Devaney, C. W. Drake, Tom Gould, David S. Holbrook, F. O. Harris and Paul Morton as directors of said Cannelton Coal Company, under the corporate seal of said Cannelton Coal Company; and that said persons now constitute and did constitute all of the directors of said Cannelton Coal Company at the time said agreement was signed as aforesaid.

          2. The foregoing Agreement of Merger was submitted at a meeting of the stockholders of Cannelton Coal Company, called separately for the purpose of taking the same into consideration, due notice of the time, place, and object of which meeting was given by publication once a week for four successive weeks in a newspaper published in Kanawha County, West Virginia, wherein said Cannelton Coal Company conducts its business and by mailing a copy of said notice to each stockholder of said Cannelton Coal Company at least twenty days before said meeting.

          3. The meeting of all of the stockholders of said Cannelton Coal Company was held at 1:30 P.M., E.S.T., on the 17th day of November, 1959, in the Directors' Room of the Cornwall Building, Sault Ste. Marie, Ontario, Canada, in accordance with the notice as aforesaid.

          4. The foregoing Agreement of Merger was considered at the said meeting of the stockholders of the said Cannelton Coal Company, and a vote by ballot, in person, by bodies corporate or by proxy, was taken on the adoption or rejection of the same; and the votes of the stockholders of said Cannelton Coal Company, representing two-thirds of the shares of the capital stock of said Cannelton Coal Company, then issued and outstanding were for the adoption of the foregoing Agreement of Merger; and for the adoption of a resolution authorizing the Secretary of said Cannelton Coal Company to certify, under corporate seal, on the foregoing Agreement of Merger, the fact and manner of its adoption; and for the adoption of a resolution authorizing the President and Secretary of said Cannelton Coal Company to sign the foregoing Agreement of Merger, so adopted and certified, under corporate seal; and for the adoption of a resolution authorizing the President of said Cannelton Coal Company to acknowledge the foregoing Agreement of Merger before any officer authorized by the laws of the State of West Virginia to take acknowledgments of deeds, to be the act, deed and agreement of the said Cannelton Coal Company.

          IN WITNESS WHEREFORE, the undersigned, H. G. MacAdam, as Secretary of said Cannelton Coal Company as required by law and pursuant to authority vested in him, has hereunto set his hand under the seal of said Cannelton Coal Company, hereto affixed, this 17th day of November, 1959.

s/ H. G. MacAdam
s Secretary of Cannelton Coal Company

CERTIFICATE OF SECRETARY OF LAKE SUPERIOR
COAL COMPANY

          The undersigned, H. G. MacAdam, Secretary of Lake Superior Coal Company, a corporation organized and doing business under and by virtue of the laws of the State of West Virginia, does hereby certify that:

          1. The foregoing Agreement, dated the 8th day of October, 1959, providing for a merger of Cannelton Coal Company, a corporation organized and doing business under and by virtue of the laws of the State of West Virginia, with Lake Superior Coal Company, and providing for Cannelton Coal Company to be the continuing, resulting and surviving corporation, upon which said agreement this certificate is made, was duly signed, on the 8th day of October, 1959, by the following persons, namely, J. B. Barber, W. B. Devaney, C. W. Drake, Tom Gould, David S. Holbrook, F. O. Harris and Paul Morton as directors of said Lake Superior Coal Company, under the corporate seal of said Lake Superior Coal Company; and that said persons now constitute and did constitute all of the directors of said Lake Superior Coal Company at the time said agreement was signed as aforesaid.

          2. The foregoing Agreement of Merger was submitted at a meeting of the stockholders of Lake Superior Coal Company called separately for the purpose of taking the same into consideration, due notice of the time, place, and object of which meeting was given by publication once a week for four successive weeks in a newspaper published in McDowell County, West Virginia, wherein said Lake Superior Coal Company has its principal office and by mailing a copy of said notice to each stockholder of said Lake Superior Coal Company at least twenty days before said meeting.

          3. The meeting of all of the stockholders of said Lake Superior Coal Company was held at 2:00 P.M., E.S.T., on the 17th day of November, 1959, in the Directors' Room of the Cornwall Building, Sault Ste. Marie, Ontario, Canada, in accordance with the notice as aforesaid.

          4. The foregoing Agreement of Merger was considered at the said meeting of the stockholders of the said Lake Superior Coal Company, and a vote by ballot, in person, by bodies corporate or by proxy, was taken on the adoption or rejection of the same; and the votes of the stockholders of said Lake Superior Coal Company, representing two-thirds of the shares of the capital stock of said Lake Superior Coal Company, then issued and outstanding were for the adoption of the foregoing Agreement of Merger; and for the adoption of a resolution authorizing the Secretary of said Lake Superior Coal Company to certify, under corporate seal, on the foregoing Agreement of Merger, the fact and manner of its adoption; and for the adoption of a resolution authorizing the President and Secretary of said Lake Superior Coal Company to sign the foregoing Agreement of Merger, so adopted and certified under corporate seal; and for. the adoption of a resolution authorizing the President of said Lake Superior Coal Company to acknowledge the foregoing Agreement of Merger before any officer authorized by the Laws of the State of West Virginia to take acknowledgments of deeds, to be the act, deed and agreement of the said Lake Superior Coal Company.

          IN WITNESS WHEREFORE, the undersigned, H. G. MacAdam, as Secretary of said Lake Superior Coal Company as required by law and pursuant to authority vested in him, has hereunto set his hand under the seal of said Lake Superior Coal Company, hereto affixed, this 17th day of November, 1959.

/s/ H. G. MacAdam
As Secretary of Lake Superior Coal Company

EXECUTION OF AGREEMENT BY OFFICERS

          The foregoing Agreement of Merger, dated the 8th day of October, 1959, between Cannelton Coal Company and Lake Superior Coal Company, both being corporations organized and doing business under and by virtue of the laws of the State of West Virginia, having been duly adopted, and also having been certified as required by law and as authorized, all as appears from the foregoing instruments, the undersigned as officers of the aforesaid corporations do, as required by law and as authorized, hereby, in their proper capacities as sold officers, sign and said agreement under, and affix hereto, the respective seals of said Cannelton Coal Company and said Lake Superior Coal Company this 17th day of November, 1959.

s/ Paul Morton
s President of Cannelton Coal Company

s/ H. G. MacAdam
s Secretary of Cannelton Coal Company

s/ Paul Morton
s President of Lake Superior Coal Company

s/ H. G. MacAdam
s Secretary of Lake Superior Coal Company

STATE OF WEST VIRGINIA

COUNTY OF FAYETTE, to-wit:

          I, Herbert L. Stone, a Notary Public in and for the county and state aforesaid do certify that Paul Morton as President of Lake Superior Coal Company, a corporation organized and doing business under and by virtue of the laws of the State of West Virginia and personally known by me to be President of said corporation and who signed the writing above entitled EXECUTION OF AGREEMENT BY OFFICERS bearing date the 17th day of November, 1959, has this day in my said county and state before me acknowledged the said writing to be the act, deed and agreement of said Lake Superior Coal Company.

          Given under my hand and official notarial seal this 17 day of November, 1959.

/s/ Herbert L. Stone
Notary Public in and for
Fayette County, West Virginia.

My Commission expires February 21, 1966.

STATE OF WEST VIRGINIA

COUNTY OF FAYETTE, to-wit:

          I, Herbert L. Stone, a Notary Public in and for the county and state aforesaid do certify that Paul Morton as President of Cannelton Coal Company, a corporation organized and doing business under and by virtue of the laws of the State of West Virginia and personally known by me to be President of said corporation, and who signed the writing above entitled EXECUTION OF AGREEMENT BY OFFICERS bearing date the 17th day of November, 1959, has this day in my said county and state before me acknowledged the said writing to be the act, deed and agreement of said Cannelton Coal Company.

          Given under my hand and official notarial seal this 17th day of November, 1959.

/s/ Herbert L. Stone
Notary Public in and for
Fayette County, West Virginia.

My Commission expires February 21, 1966.

STATE OF WEST VIRGINIA
CERTIFICATE

          I, Joe F. Burdett, Secretary of State of the State of West Virginia, hereby certify that

the foregoing AGREEMENT OF MERGER, dated the 8th day of October, 1959, duly certified, executed, signed, sealed and acknowledged, between CANNELTON COAL COMPANY and LAKE SUPERIOR COAL COMPANY, both being corporations created, organized and existing under the laws of the State of West Virginia, providing for a merger of LAKE SUPERIOR COAL COMPANY, was duly filed in my office on the 31st day of December, 1959, as required by law, and that by virtue thereof and pursuant to the provisions of Chapter 31, Article 1, Section 63, of the Code of West Virginia, 1931, as amended, said CANNELTON COAL COMPANY is the continuing, resulting and surviving corporation of said agreement of merger and that said corporation shall have the right of perpetual existence unless sooner dissolved by law.

          Given under my hand and the Great Seal of the said State, at the at the City of Charleston, this THIRTY-FIRST day of DECEMBER, 1959.

JOE F. BURDETT
Secretary of State

STATE OF WEST VIRGINIA
CERTIFICATE

          I, John D. Rockefeller, IV, Secretary of State of the State of West Virginia, hereby certify that PAUL MORTON, President of CANNELTON COAL COMPANY, a corporation created and organized under the laws of the State of West Virginia, has certified to me under his signature and the corporate seal of said corporation, that, at a meeting of the stockholders of said corporation, regularly held in accordance with the requirements of the law of said State, on the 21st day of October, 1971, at which meeting more than a majority of the issued and outstanding voting stock of said 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 charter of this corporation be amended by changing the name of the corporation from Cannelton Coal Company to Cannelton Industries, Inc. and that from and after such amendment the name of this corporation shall be Cannelton Industries, Inc.

          RESOLVED FURTHER, That the President or a Vice President of the corporation is hereby authorized under his hand and the seal of the corporation to certify the above resolution and the fact and manner of its adoption and the assenting of all stockholders the consent of whom is required, to the Secretary of State of the State of West Virginia, for the purpose of securing a certificate showing this amendment.

          RESOLVED FURTHER, That the proper officers of this corporation are hereby authorized and directed to do all things and acts necessary or proper for the carrying out the above resolution, including the recording of the certificate of the Secretary of State showing the amendment and taking appropriate action where necessary to show the change of name of the corporation on the stock certificates and seal of the corporation, and as may be otherwise necessary or desirable.”

          WHEREFORE, I do declare said Change of Name to be authorized by law, and that said corporation shall hereafter be known by the name of Cannelton Industries, Inc.

          Given under my hand and the Great Seal of the said State, at the City of Charleston this TWENTY-SECOND day of OCTOBER, 1971.

JOHN D. ROCKEFELLER IV
Secretary of State

(SEAL)

CERTIFICATE OF RESOLUTION ADOPTED

          I, Paul Morton, President of Cannelton Coal Company, a corporation created and organized under the laws of the State of West Virginia, do certify over my signature and the corporate seal of said corporation, that at a meeting of the stockholders of said corporation regularly held in accordance with the requirements of the law of said State on the 21st day of October, 1971, at which meeting more than a majority of the issued and outstanding voting stock of such corporation was 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 charter of this corporation be amended by changing the name of the corporation from Cannelton Coal Company to Cannelton Industries, Inc. and that from and after such amendment the name of this corporation shall be Cannelton Industries, Inc.

          RESOLVED FURTHER, That the President or a Vice President of the corporation is hereby authorized under his hand and the seal of the corporation to certify the above resolution and the fact and manner of its adoption and the assenting of all stockholders the consent of whom is required, to the Secretary of State of the State of West Virginia, for the purpose of securing a certificate showing this amendment.

          RESOLVED FURTHER, That the proper officers of this corporation are herein; authorized and directed to do all things and acts necessary or proper for the carrying out the above resolution, including the recording of the certificate of the Secretary of State showing the amendment and taking appropriate action where necessary to show the change of name of the corporation on the stock certificates and seal of the corporation, and as may be otherwise necessary or desirable.”

          WITNESS my signature and the seal of the corporation this 21st day of October, 1971.

/s/ Paul Morton
President, Cannelton Coal Company

(Corporate Seal)

STATE OF WEST VIRGINIA
CERTIFICATE

          I, John D. Rockefeller, IV, Secretary of State of the State of West Virginia, hereby certify that a Restatement Resolution, under the provisions of Chapter 31, Article 1, Section 7a, Code of West Virginia, 1931, as amended, duly certified, has been this day filed in my office, restating the Charter of CANNELTON INDUSTRIES, INC., in words and figures following:

CANNELTON INDUSTRIES, INC., A CORPORATION

CERTIFICATE OF RESTATED CHARTER

INCLUDING CHARTER AMENDMENTS

          I, PAUL MORTON, President of Cannelton Industries, Inc., a corporation, created and organized under the general corporation laws of the State of West Virginia, do hereby certify to the Secretary of State of West Virginia that:

          At a special meeting of the stockholders of Cannelton Industries, Inc., properly called and held after notice properly given, in accordance with the laws of the State of West Virginia, the charter of the company and the bylaws of the corporation, in the executive office of the company at Cannelton, West Virginia, on the 14th day of June, 1972, a quorum being present, at which meeting all of the issued and outstanding common capital stock of the corporation (being the only class of authorized stock outstanding), being represented by the holders thereof in person or by proxy and voting for the following restatement resolution (which includes amendments not previously made or certified to the Secretary of State of West Virginia) the same was duly and regularly adopted and passed with the assent of all stockholders, the consent of whom is required under Chapter 31, Article 1 of the West Virginia Code, 1931, as amended, for the making of the charter amendments contained in the following restatement resolution, to wit:

RESTATEMENT RESOLUTION (INCLUDING AMENDMENTS TO THE CHARTER OF CANNELTON INDUSTRIES, INC. NOT PREVIOUSLY MADE OR CERTIFIED TO THE SECRETARY OF STATE OF THE STATE OF WEST VIRGINIA) UNDER SECTION 7a, ARTICLE 1, CHAPTER 31 OF THE CODE OF WEST VIRGINIA, 1931, AS AMENDED

RESOLVED that:

          1. This resolution is adopted under the authority of Section 7a, article 1, chapter 31 of the Code of West Virginia, as amended:

          2. The name of this corporation, before adoption of the charter amendments hereafter made, is CANNELTON INDUSTRIES, INC.;

          3. The name under which this corporation was originally formed was Cannelton Coal and Coke Company.

          4. The original charter of this corporation was issued by the Secretary of State of West Virginia on May 31, 1910;

          5. The certificate of incorporation of this corporation is recorded in Kanawha County, West Virginia;

          6. The current authorized capital stock of this corporation is $1,000,000.00, divided into 10,000 shares, each with a par value of $100.00.

          7. In the restated charter of this corporation which follows, Articles III, IV, VIII and IX are charter amendments of a comprehensive and broad nature and, without limiting the generality of the foregoing, make the following changes in the charter among others:

                     (a) The objects and purposes of the corporation are greatly broadened in Article III;

                     (b) Article IV is amended to deny pre-emptive rights to stockholders and to give the Board of Directors broad authority to issue stock and securities convertible into stock, options, warrants, fractional shares of stock and scrip or payment of cash in lieu of the issuance of scrip;

                     (c) Article VIII vests powers in the Board of Directors to make, amend, alter or repeal bylaws, to set aside reserves, to issue stock and other securities, and optional rights, for such consideration, to such persons and in such manner as may be determined by the Board and generally to exercise all control and management of the corporation;

                     (d) Article IX reserves the right, to the extent such right may be validly reserved, to amend any provision contained in the amended and restated charter by the affirmative vote of a majority of the validly issued and outstanding capital stock of the corporation and to add to the charter by a like vote any provisions authorized by law;

          8. The restated charter of this corporation be amended and restated, all to provide as follows:

RESTATED CHARTER OF

CANNELTON INDUSTRIES, INC.

I.

          The name of this corporation shall be: CANNELTON INDUSTRIES, INC.

II.

          The principal office or place of business of said corporation will be located in Cannelton, in the County of Kanawha, and State of West Virginia. Its chief works will be located in various magisterial districts in Kanawha County and Fayette County, West Virginia, and elsewhere within and without said state and the United States.

III.

          The objects for which this corporation is formed are as follows:

          (1) To mine, make, manufacture, produce, prepare, process, purchase or otherwise acquire, and to hold, use, sell, import, export, or otherwise trade or deal in and with, coal and other minerals, steel and steel products, goods, wares, products, merchandise, machines, machinery, appliances and apparatus of every kind, nature and description, and, in general, to engage or participate in any mining, manufacturing or other business of any kind or character whatsoever, including, but not by way of limitation, importing, exporting, mining, quarrying, producing, farming, agriculture, forestry, construction, management, advisory, mercantile, financial or investment business, any business engaged in rendering any manner of services and any business of buying, selling, leasing or dealing in properties of any and all kinds, whether any such business is located in the United States of America or any foreign country, and whether or not related to, conducive to, incidental to, or in any way connected with the foregoing business.

          (2) To engage in research, exploration, laboratory and development work relating to any material, substance, compound or mixture now known or which may hereafter be known, discovered or developed and to perfect, develop, manufacture, use, apply and generally to deal in and with any such material, substance, compound or mixture.

          (3) To purchase, lease or otherwise acquire, to hold, own, use, develop, maintain, manage and operate, to sell, transfer, lease, assign, convey, exchange or otherwise turn to account or dispose of and, generally, to deal in and with, personal and real property, tangible or intangible, of every kind and description, wheresoever situated, and any and all rights, concessions, interests and privileges therein.

          (4) To adopt, apply for, obtain, register, purchase, lease or otherwise acquire, to maintain, protect, hold, use, own, exercise, develop, manufacture under, operate and introduce and to sell and grant licenses or other rights in respect of, assign or otherwise dispose of, turn to account, or in any manner deal with, and contract with reference to, any trademarks, trade names, patents, patent rights, concessions, franchises, designs, copyrights and distinctive marks and rights analogous thereto and inventions, devices, improvements, processes, recipes, formulae and the like, including, but not by way of limitation, such thereof as may be covered by, used in connection with, or secured or received under, Letters Patent of the United States of America or elsewhere, and any licenses and rights in respect thereof, in connection therewith or appertaining thereto.

          (5) To purchase or otherwise acquire and to hold, pledge, sell, exchange or otherwise dispose of securities (which term includes any shares of stock, bonds, debentures, notes, mortgages or other obligations and any certificates, receipts or other instruments representing rights to receive, purchase or subscribe for the same or representing any other rights or interests therein or in any property or assets) created or issued by any person, firm, association, corporation or government or subdivision, agency or instrumentality thereof; to make payment therefor in any lawful manner; and to exercise, as owner or holder thereof, any and all rights, powers and privileges in respect thereof.

          (6) To make, enter into, perform and carry out contracts of every kind and description with any person, firm, association, corporation or government or subdivision, agency or instrumentality thereof, to endorse or guarantee the payment of principal, interest or dividends upon and to guarantee the performance of sinking fund or other obligations of, any securities or the payment of a certain amount per share in liquidation of the capital stock of any other corporation; and to guarantee in any way permitted by law the performance of any of the contracts or other undertakings of any person, firm, association, corporation or government or subdivision, agency or instrumentality thereof.

          (7) To acquire by purchase, exchange or otherwise, all, or any part of, or any interest in, the properties, assets, business and good will of any one or more persons, firms, associations or corporations heretofore or hereafter engaged in any business whatsoever; to pay for the same in cash, property or its own or other securities; to hold, operate, lease, reorganize, liquidate, sell or in any manner dispose of the whole or any part thereof; to assume or guarantee, in connection therewith, the performance of any liabilities, obligations or contracts of such persons, firms, associations or corporations; and to conduct the whole or any part of any business thus acquired.

          (8) To lend its uninvested funds from time to time to such extent. to such persons, firms, associations, corporations or governments or subdivisions, agencies or instrumentalities thereof, and on such terms and on such security, if any, as the Board of Directors of the corporation (hereinafter called the Board of Directors) may determine.

          (9) To borrow money for any of the purposes of the corporation, from time to time, and without limit as to amount; to issue and sell from time to time its own securities in such amounts, on such terms and conditions, for such purposes and for such considerations, as may now be or hereafter shall be permitted by the laws of the State of West Virginia; and to secure such securities by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the properties, assets, business and good will of the corporation then owned or thereafter acquired.

          (10) To promote, organize, manage, aid or assist, financially or otherwise, persons, firms, associations or corporations engaged in any business whatsoever; and to assume or underwrite the performance of all or any of their obligations.

          (11) To organize or cause to be organized under the laws of the State of West Virginia, any other state or states of the United States of America, the District of Columbia, any territory, dependency, colony or possession of the United States of America or of any foreign country, a corporation or corporations for the purpose of transacting, promoting or carrying on any or all objects or purposes for which the corporation is organized; to dissolve, wind up, liquidate, merge or consolidate any such corporation or corporations or to cause the same to be dissolved, wound up, liquidated, merged or consolidated; and, subject to the laws of the State of West Virginia, to consolidate or merge with or into one or more other corporations organized under the laws of the State of West Virginia or under the laws of any other state or states in the United States of America, the District of Columbia, any territory, dependency, colony or possession of the United States of America or of any foreign country if the laws under which said other corporation or corporations are formed shall permit such consolidation or merger.

          (12) To conduct its business in any and all of its branches and maintain offices both within and without the State of West Virginia, in any and all states of the United States, in the District of Columbia, in any or all territories, dependencies and in foreign countries.

          (13) To such extent as a business corporation organized under the general corporation laws of the State of West Virginia may now or hereafter lawfully do, to do, either as principal or agent or partner and either alone or through subsidiaries or in connection with other persons, firms, associations or corporations, 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; and in general to do any and all things and exercise any and all powers, rights and privileges which a business corporation may now or hereafter be organized or authorized to do or to exercise under the laws of the State of West Virginia.

          (14) Whenever the context permits, the following provisions shall govern the construction of the paragraphs of these purposes; no specified enumeration shall be construed as restricting in any way any general language; any word, whether in the singular or plural shall be construed to mean both the singular and the plural; any phrase in the conjunctive or in the disjunctive shall include both the conjunctive and disjunctive; the mention of the whole shall include any part or parts; any one or more or all of the purposes set forth may be pursued from time to time and whenever deemed desirable; verbs in the present or future tense shall be construed to include both the present and future tenses or either of them.

IV.

          The amount of the total authorized capital stock of said corporation shall be One Million Dollars ($1,000,000.00), which shall be divided into ten thousand shares of the par value of One Hundred Dollars ($100.00) each.

          No stockholder of the corporation shall, because of his ownership of stock, have a preemptive or other right to purchase, subscribe for, or take any part of any stock of this corporation, or any part of the options, warrants, notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase stock or this corporation issued, optioned, or sold by it. Any part of the capital stock and any part of the options, warrants, notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase stock of the corporation authorized by this amended and restated charter or by future amendments thereto, may at any time be issued, optioned for sale, and sold or disposed of by the corporation pursuant to a resolution of its Board of Directors to such persons and upon such terms as may to such Board seem proper without first offering such stock or securities or any part thereof to existing stockholders.

          When as a result of a stock dividend, stock split, merger, or otherwise, a shareholder shall be entitled to receive a fraction of a share of stock, the corporation may, at its option, either (a) issue such fractional share, (b) pay in lieu of such fractional interest an amount in cash equal to the current market value of such fractional interest, to the nearest one-hundredth of a share, as determined by the Board of directors, or (c) issue scrip of the corporation in respect of such fractional interest, to the nearest one-hundredth of a share. Such scrip shall be nondividend-bearing and nonvoting, shall be exchangeable in combination with other similar scrip for the number of full shares represented thereby, shall be issued in such denominations and in such form, shall expire after such reasonable time (which shall be not less than two years from the date of issue, may or may not contain such provisions for sale for the account of the holders of such scrip of shares for which such scrip is changeable, and shall be subject to such other terms and provisions, if any, as the Board of Directors may from time to time determine prior to the issue thereof.

V.

          The existence of this corporation is to be perpetual.

VI.

          The Board of Directors shall have power, without stockholder action:

          (1) To make Bylaws for the corporation, and to amend, alter or repeal any Bylaws; but any Bylaws made by the directors may be altered, amended, or repealed by the stockholders at any meeting.

          (2) 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 or reserves.

          (3) To issue and dispose of any of the authorized and unissued shares of stock of the corporation, including fractional shares, and create optional rights to purchase of subscribe for shares of stock of the corporation; such stock may be issued and disposed of for such consideration, including cash, property or services or any combination thereof, and to such persons, firms and corporations, and such optional rights may be created, and warrants, options or other evidence of such rights issued, on such terms, for such consideration, and in such manner, as may be determined by resolution adopted by said Board of Directors, subject to any provisions of law then applicable.

          (4) To assume and have the entire control and management of the corporation, its property and services.

          The powers and authorities herein conferred upon the Board of Directors are in furtherance and not in limitation of those conferred by the laws of the State of West Virginia. In addition to the powers and authorities herein or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the corporation, subject, nevertheless, to the provisions of the laws of the State of West Virginia, of this amended and restated charter and of the Bylaws of the corporation.

VII.

          To the extent that such right may validly be reserved under Section 6_ and other applicable sections of Article 1, Chapter ___ of the Code of West Virginia, 1931, as amended, the corporation hereto reserves the right at any time and from time to time to amend, alter, change and repeal any provision contained in this amended and restated charter and any amendments thereto by the affirmative vote of a majority of the validly issued and outstanding capital stock of this corporation, and to add to or insert in these articles of incorporation by a like vote any provisions authorized by the laws of the State of West Virginia.

VIII.

          This corporation is authorized to hold not more than thirty thousand (30,000) acres of land in the State of West Virginia.

          The amendments herein contained and the rested charter as amended were prepared by the firm of Jackson, Kelly, Holt and O’Farrell, Kanawha Valley Building, Charleston, West Virginia.

          Given under my hand and the seal of this corporation the [illegible] day of June, 1972.

/s/ Paul Morton
Paul Morton, President

          WHEREFORE, I do declare said Restated Charter as set forth above is authorized by law and is in effect from the date hereof.

          Given under my hand and the Great Seal of the said State, at the City of Charleston, this SIXTEENTH day of JUNE, 1972.

John D. Rockefeller, IV
Secretary of State

(SEAL)

CANNELTON INDUSTRIES, INC., A CORPORATION

CERTIFICATE OF RESTATED CHARTER

INCLUDING CHARGER AMENDMENTS

          I, Paul Morton, President of Cannelton Industries, Inc., a corporation, created and organized under the general corporation laws of the State of West Virginia, do hereby certify to the Secretary of State of West Virginia that:

          At a special meeting of the stockholders of Cannelton Industries, Inc., properly called and held after notice properly given, in accordance with the laws of the State of West Virginia, the charter of the company and the bylaws of the corporation, in the executive office of the company at Cannelton, West Virginia, on the 14th day of June, 1972, a quorum being present, at which meeting all of the issued and outstanding common capital stock of the corporation (being the only class of authorized stock outstanding, being represented by the holders thereof in person or by proxy and voting for the following restatement resolution which includes amendments not previously made or certified to the Secretary of State of West Virginia) the same was duly and regularly adopted and passed with the assent of all stockholders, the consent of whom is required under Chapter 31, Article 1 of the West Virginia Code, 1931, as amended, for the making of the charter amendments contained in the following restatement resolution, to-wit:

RESTATEMENT RESOLUTION (INCLUDING AMENDMENTS TO THE CHARTER OF CANNELTON INDUSTRIES, INC. NOT PREVIOUSLY MADE OR CERTIFIED TO THE SECRETARY OF STATE OF THE STATE OF WEST VIRGINIA) UNDER SECTION 7a, ARTICLE 1, CHAPTER 31 OF THE CODE OF WEST VIRGINIA, 1931, AS AMENDED

RESOLVED that:

          1. This resolution is adopted under the authority of Section 7a, article 1, chapter 31 of the Code of West Virginia, as amended:

          2. The name of this corporation, before adoption of the charter amendments hereafter made, is CANNELTON INDUSTRIES, INC.;

          3. The name under which this corporation was originally formed was Cannelton Coal and Coke Company.

          4. The original charter of this corporation was issued by the Secretary of State of West Virginia on May 31, 1910;

          5. The certificate of incorporation of this corporation is recorded in Kanawha County, West Virginia;

          6. The current authorized capital stock of this corporation is $1,000,000.00, divided into 10,000 shares, each with a par value of $100.00.

          7. In the restated charter of this corporation which follows, Articles III, IV, VIII and IX are charter amendments of a comprehensive and broad nature and, without limiting the generality of the foregoing, make the following changes in the charter among others:

                     (a) The objects and purposes of the corporation are greatly broadened in Article III;

                     (b) Article IV is amended to deny pre-emptive rights to stockholders and to give the Board of Directors broad authority to issue stock and securities convertible into stock, options, warrants, fractional shares of stock and scrip or payment of cash in lieu of the issuance of scrip;

                     (c) Article VIII vests powers in the Board of Directors to make, amend, alter or repeal bylaws, to set aside reserves, to issue stock and other securities, and optional rights, for such consideration, to such persons and in such manner as may be determined by the Board and generally to exercise all control and management of the corporation;

                     (d) Article IX reserves the right, to the extent such right may be validly reserved, to amend any provision contained in the amended and restated charter by the affirmative vote of a majority of the validly issued and outstanding capital stock of the corporation and to add to the charter by a like vote any provisions authorized by law;

          8. The restated charter of this corporation be amended and restated, all to provide as follows:

RESTATED CHARTER OF

CANNELTON INDUSTRIES, INC.

I.

          The name of this corporation shall be: CANNELTON INDUSTRIES, INC.

II.

          The principal office or place of business of said corporation will be located in Cannelton, in the County of Kanawha, and State of West Virginia. Its chief works will be located in various magisterial districts in Kanawha County and Fayette County, West Virginia, and elsewhere within and without said state and the United States.

III.

          The objects for which this corporation is formed are as follows:

          (1) To mine, make, manufacture, produce, prepare, process, purchase or otherwise acquire, and to hold, use, sell, import, export, or otherwise trade or deal in and with, coal and other minerals, steel and steel products, goods, wares, products, merchandise, machines, machinery, appliances and apparatus of every kind, nature and description, and, in general, to engage or participate in any mining, manufacturing or other business of any kind or character whatsoever, including, but not by way of limitation, importing, exporting, mining, quarrying, producing, farming, agriculture, forestry, construction, management, advisory, mercantile, financial or investment business, any business engaged in rendering any manner of services and any business of buying, selling, leasing or dealing in properties of any and all kinds, whether any such business is located in the United States of America or any foreign country, and whether or not related to, conducive to, incidental to, or in any way connected with the foregoing business.

          (2) To engage in research, exploration, laboratory and development work relating to any material, substance, compound or mixture now known or which may hereafter be known, discovered or developed and to perfect, develop, manufacture, use, apply and generally to deal in and with any such material, substance, compound or mixture.

          (3) To purchase, lease or otherwise acquire, to hold, own, use, develop, maintain, manage and operate, to sell, transfer, lease, assign, convey, exchange or otherwise turn to account or dispose of and, generally, to deal in and with, personal and real property, tangible or intangible, of every kind and description, wheresoever situated, and any and all rights, concessions, interests and privileges therein.

          (4) To adopt, apply for, obtain, register, purchase, lease or otherwise acquire, to maintain, protect, hold, use, own, exercise, develop, manufacture under, operate and introduce and to sell and grant licenses or other rights in respect of, assign or otherwise dispose of, turn to account, or in any manner deal with, and contract with reference to, any trademarks, trade names, patents, patent rights, concessions, franchises, designs, copyrights and distinctive marks and rights analogous thereto and inventions, devices, improvements, processes, recipes, formulae and the like, including, but not by way of limitation, such thereof as may be covered by, used in connection with, or secured or received under, Letters Patent of the United States of America or elsewhere, and any licenses and rights in respect thereof, in connection therewith or appertaining thereto.

          (5) To purchase or otherwise acquire and to hold, pledge, sell, exchange or otherwise dispose of securities (which term includes any shares of stock, bonds, debentures, notes, mortgages or other obligations and any certificates, receipts or other instruments representing rights to receive, purchase or subscribe for the same or representing any other rights or interests therein or in any property or assets) created or issued by any person, firm, association, corporation or government or subdivision, agency or instrumentality thereof; to make payment therefor in any lawful manner; and to exercise, as owner or holder thereof, any and all rights, powers and privileges in respect thereof.

          (6) To make, enter into, perform and carry out contracts of every kind and description with any person, firm, association, corporation or government or subdivision, agency or instrumentality thereof, to endorse or guarantee the payment of principal, interest or dividends upon and to guarantee the performance of sinking fund or other obligations of, any securities or the payment of a certain amount per share in liquidation of the capital stock of any other corporation; and to guarantee in any way permitted by law the performance of any of the contracts or other undertakings of any person, firm, association, corporation or government or subdivision, agency or instrumentality thereof.

          (7) To acquire by purchase, exchange or otherwise, all, or any part of, or any interest in, the properties, assets, business and good will of any one or more persons, firms, associations or corporations heretofore or hereafter engaged in any business whatsoever; to pay for the same in cash, property or its own or other securities; to hold, operate, lease, reorganize, liquidate, sell or in any manner dispose of the whole or any part thereof; to assume or guarantee, in connection therewith, the performance of any liabilities, obligations or contracts of such persons, firms, associations or corporations; and to conduct the whole or any part of any business thus acquired.

          (8) To lend its uninvested funds from time to time to such extent. to such persons, firms, associations, corporations or governments or subdivisions, agencies or instrumentalities thereof, and on such terms and on such security, if any, as the Board of Directors of the corporation (hereinafter called the Board of Directors) may determine.

          (9) To borrow money for any of the purposes of the corporation, from time to time, and without limit as to amount; to issue and sell from time to time its own securities in such amounts, on such terms and conditions, for such purposes and for such considerations, as may now be or hereafter shall be permitted by the laws of the State of West Virginia; and to secure such securities by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the properties, assets, business and good will of the corporation then owned or thereafter acquired.

          (10) To promote, organize, manage, aid or assist, financially or otherwise, persons, firms, associations or corporations engaged in any business whatsoever; and to assume or underwrite the performance of all or any of their obligations.

          (11) To organize or cause to be organized under the laws of the State of West Virginia, any other state or states of the United States of America, the District of Columbia, any territory, dependency, colony or possession of the United States of America or of any foreign country, a corporation or corporations for the purpose of transacting, promoting or carrying on any or all objects or purposes for which the corporation is organized; to dissolve, wind up, liquidate, merge or consolidate any such corporation or corporations or to cause the same to be dissolved, wound up, liquidated, merged or consolidated; and, subject to the laws of the State of West Virginia, to consolidate or merge with or into one or more other corporations organized under the laws of the State of West Virginia or under the laws of any other state or states in the United States of America, the District of Columbia, any territory, dependency, colony or possession of the United States of America or of any foreign country if the laws under which said other corporation or corporations are formed shall permit such consolidation or merger.

          (12) To conduct its business in any and all of its branches and maintain offices both within and without the State of West Virginia, in any and all states of the United States, in the District of Columbia, in any or all territories, dependencies and in foreign countries.

          (13) To such extent as a business corporation organized under the general corporation laws of the State of West Virginia may now or hereafter lawfully do, to do, either as principal or agent or partner and either alone or through subsidiaries or in connection with other persons, firms, associations or corporations, 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; and in general to do any and all things and exercise any and all powers, rights and privileges which a business corporation may now or hereafter be organized or authorized to do or to exercise under the laws of the State of West Virginia.

          (14) Whenever the context permits, the following provisions shall govern the construction of the paragraphs of these purposes; no specified enumeration shall be construed as restricting in any way any general language; any word, whether in the singular or plural shall be construed to mean both the singular and the plural; any phrase in the conjunctive or in the disjunctive shall include both the conjunctive and disjunctive; the mention of the whole shall include any part or parts; any one or more or all of the purposes set forth may be pursued from time to time and whenever deemed desirable; verbs in the present or future tense shall be construed to include both the present and future tenses or either of them.

IV.

          The amount of the total authorized capital stock of said corporation shall be One Million Dollars ($1,000,000.00), which shall be divided into ten thousand shares of the par value of One Hundred Dollars ($100.00) each.

          No stockholder of the corporation shall, because of his ownership of stock, have a preemptive or other right to purchase, subscribe for, or take any part of any stock of this corporation, or any part of the options, warrants, notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase stock or this corporation issued, optioned, or sold by it. Any part of the capital stock and any part of the options, warrants, notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase stock of the corporation authorized by this amended and restated charter or by future amendments thereto, may at any time be issued, optioned for sale, and sold or disposed of by the corporation pursuant to a resolution of its Board of Directors to such persons and upon such terms as may to such Board seem proper without first offering such stock or securities or any part thereof to existing stockholders.

          When as a result of a stock dividend, stock split, merger, or otherwise, a shareholder shall be entitled to receive a fraction of a share of stock, the corporation may, at its option, either (a) issue such fractional share, (b) pay in lieu of such fractional interest an amount in cash equal to the current market value of such fractional interest, to the nearest one-hundredth of a share, as determined by the Board of directors, or (c) issue scrip of the corporation in respect of such fractional interest, to the nearest one-hundredth of a share. Such scrip shall be nondividend-bearing and nonvoting, shall be exchangeable in combination with other similar scrip for the number of full shares represented thereby, shall be issued in such denominations and in such form, shall expire after such reasonable time (which shall be not less than two years from the date of issue, may or may not contain such provisions for sale for the account of the holders of such scrip of shares for which such scrip is changeable, and shall be subject to such other terms and provisions, if any, as the Board of Directors may from time to time determine prior to the issue thereof.

V.

          The existence of this corporation is to be perpetual.

VI.

          The Board of Directors shall have power, without stockholder action:

          (1) To make Bylaws for the corporation, and to amend, alter or repeal any Bylaws; but any Bylaws made by the directors may be altered, amended, or repealed by the stockholders at any meeting.

          (2) 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 or reserves.

          (3) To issue and dispose of any of the authorized and unissued shares of stock of the corporation, including fractional shares, and create optional rights to purchase of subscribe for shares of stock of the corporation; such stock may be issued and disposed of for such consideration, including cash, property or services or any combination thereof, and to such persons, firms and corporations, and such optional rights may be created, and warrants, options or other evidence of such rights issued, on such terms, for such consideration, and in such manner, as may be determined by resolution adopted by said Board of Directors, subject to any provisions of law then applicable.

          (4) To assume and have the entire control and management of the corporation, its property and services.

          The powers and authorities herein conferred upon the Board of Directors are in furtherance and not in limitation of those conferred by the laws of the State of West Virginia. In addition to the powers and authorities herein or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the corporation, subject, nevertheless, to the provisions of the laws of the State of West Virginia, of this amended and restated charter and of the Bylaws of the corporation.

VII.

          To the extent that such right may validly be reserved under Section 6_ and other applicable sections of Article 1, Chapter ___ of the Code of West Virginia, 1931, as amended, the corporation hereto reserves the right at any time and from time to time to amend, alter, change and repeal any provision contained in this amended and restated charter and any amendments thereto by the affirmative vote of a majority of the validly issued and outstanding capital stock of this corporation, and to add to or insert in these articles of incorporation by a like vote any provisions authorized by the laws of the State of West Virginia.

VIII.

          This corporation is authorized to hold not more than thirty thousand (30,000) acres of land in the State of West Virginia.

          The amendments herein contained and the rested charter as amended were prepared by the firm of Jackson, Kelly, Holt and O’Farrell, Kanawha Valley Building, Charleston, West Virginia.

          Given under my hand and the seal of this corporation the [illegible] day of June, 1972.

/s/ Paul Morton
Paul Morton, President

STATE OF WEST VIRGINIA
CERTIFICATE

          I, Ken Hechler, Secretary of State of the State of West Virginia, hereby certify that the following is a true and correct copy of the articles of merger of:

RELIABLE SUPPLY COMPANY, A WEST VIRGINIA CORPORATION AND CANNELTON INDUSTRIES, INC., A WEST VIRGINIA CORPORATION DULY SIGNED AND VERIFIED PURSUANT TO THE PROVISIONS OF SECTION 119, ARTICLE 1, CHAPTER 31 OF THE CODE OF WEST VIRGINIA, 1931, AS AMENDED, HAVE BEEN RECEIVED AND ARE FOUND TO CONFORM TO LAW.

ACCORDINGLY, I HEREBY ISSUE THIS CERTIFICATE OF MERGER, MERGING RELIABLE SUPPLY COMPANY WITH AND INTO CANNELTON INDUSTRIES, INC., THE SURVIVOR, AND ATTACH A DUPLICATE ORIGINAL OF SAID ARTICLES OF MERGER AS APPEARS FROM THE RECORDS OF MY SAID OFFICE.

          Given under my hand and the Great Seal of the State of West Virginia, on this THIRTY-FIRST day of DECEMBER, 1987.

/s/ Ken Heckler
Secretary of State

(SEAL)

ARTICLES OF MERGER
OF
RELIABLE SUPPLY COMPANY
AND
CANNELTON :INDUSTRIES, INC.

          Pursuant to the provisions of Section 119, Article 1, Chapter 31 of the Code of West Virginia, Reliable Supply Company and Cannelton Industries, Inc., both corporations organized under the laws of the State of West Virginia, adopt the following Articles of Merger for the purpose of merging Reliable Supply Company with and into Cannelton Industries, Inc., with Cannelton Industries, Inc. being the corporation surviving the merger.

           FIRST: The following Plan of Merger was adopted by the Board of Directors of Cannelton Industries, Inc. by an unanimous vote and in the manner prescribed by Section 119, Article 1, Chapter 31 of the Code of West Virginia:

PLAN OF MERGER
OF
RELIABLE SUPPLY COMPANY
INTO
CANNELTON INDUSTRIES, INC.

          1. Reliable Supply Company, a wholly owned subsidiary of Cannelton Industries, Inc. and a corporation organized, existing and in good standing under the laws of the State of West Virginia (“Subsidiary”), shall be merged with and into Cannelton Industries, Inc., the sole shareholder of Reliable Supply Company and a corporation organized, existing and in good standing under the laws of the State of West Virginia (“Surviving Corporation”), pursuant to Chapter 31, Article 1, Section 119 of the Code of West Virginia, as amended.

          2. Contemporaneously with, and incident to, the merger, all the shares of the issued and outstanding stock of the Subsidiary shall be surrendered and cancelled; and, in exchange for the stock of the Subsidiary cancelled in the merger, the Subsidiary shall transfer all assets, obligations and liabilities of the Subsidiary to the Surviving Corporation.

          3. The proper officers of the Surviving Corporation are authorized and directed to execute on behalf of said Surviving Corporation Articles of Merger merging the Subsidiary into the Surviving Corporation and to file the same in the office of the Secretary of State of the State of West Virginia and such other public offices as may be required or deemed appropriate.

          4. The proper officers of the Subsidiary shall execute and duly acknowledge on behalf of the Subsidiary, such confirmatory deed or deeds of all the corporation’s real estate or other property reflecting the conveyance and transfer thereof to the Surviving Corporation, which documents shall be duly recorded, all as provided by Chapter 31, Article 1, Section 37 of the Code of West Virginia and other applicable provisions of law.

          5. The proper officers of the Subsidiary and Surviving Corporation shall execute such other confirmatory instruments evidencing the transfer of all assets and properties of the Subsidiary to the Surviving Corporation or evidencing such other actions and things in connection therewith as they shall deem appropriate and make such certifications, take such other actions and do such other actions as may be necessary or convenient to accomplish the purposes of this plan.

          6. The charter, bylaws, officers and directors officers and directors of Cannelton Industries, Inc. shall be the charter, bylaws, officers and directors of the Surviving Corporation.

          7. The merger shall be effective December 31, 1987.

           SECOND: The Subsidiary has a single outstanding class of common stock. The number of authorized shares is one hundred. The Surviving Corporation owns all one hundred issued and outstanding shares of its authorized stock.

           THIRD: The sole shareholder of the Subsidiary, the Surviving Corporation, waived the mailing of the Plan of merger.

Dated: December 31, 1987.

(SEAL) CANNELTON INDUSTRIES, INC.


By: /s/ Allen S. Park
       Its President


By: /s/ William C. Miller II
       Its Secretary

STATE OF WEST VIRGINIA

COUNTY OF KANAWHA, to-wit:

          I, ___. Francis Smith, a Notary Public, do hereby certify that on the 31st day of December, 1987, personally appeared before me Allen S. Pack, who being by me first duly sworn, declared that he is the President of Cannelton Industries, Inc. and that he signed the foregoing Articles of Merger as President of such corporation and that the statements therein contained are true.

My Commission expires:
June 26, 1990 /s/ ___. Francis Smith
Notary Public

(SEAL)

STATE OF WEST VIRGINIA

COUNTY OF KANAWHA, to-wit:

          I, ___. Francis Smith, a Notary Public, do hereby certify that on the 31st day of December, 1987, personally appeared before me William C. Miller II, who being by me first duly sworn, declared that he is the Secretary of Cannelton Industries, Inc. and that he signed the foregoing Articles of Merger as Secretary of such corporation and that the statements therein contained are true.

My Commission expires:
June 26, 1990 /s/ ___. Francis Smith
Notary Public

(SEAL)

ARTICLES OF MERGER PREPARED BY:
David Allen Barnette, Esquire
JACKSON, KELLY, HOLT & O'FARRELL
1600 Laidley Tower
P. O. Box 553
Charleston, West Virginia 25322

STATE OF WEST VIRGINIA
CERTIFICATE

          I, Ken Hechler, Secretary of State of the State of West Virginia, hereby certify that

Originals of the Articles of Amendment to the Articles of Incorporation of CANNELTON INDUSTRIES, INC. are filed in my office, signed and verified, as required by the provisions of Chapter 31, Article 1, Section 31 of the West Virginia Code and conform to law. Therefore, I issue this CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION of the corporation, to which I have attached a duplicate original of the Articles of Amendment.

          Given under my hand and the Great Seal of the State of West Virginia, on this ELEVENTH day of SEPTEMBER, 1987.

/s/ Ken Heckler
Secretary of State

(SEAL)

ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
CANNELTON INDUSTRIES, 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 Cannelton Industries, Inc.

          Second: The following Amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on September 10, 1987 in the manner prescribed by Section 107, Article 1, Chapter 31 of the Code of West Virginia:

          RESOLVED, That the Articles of Amendment of the corporation be amended to increase the authorized capital stock from One Million Dollars $1,000,000) being Ten Thousand $10,000 shares of a par value of One Hundred Dollars ($100) per share to Three Million Dollars ($3,000,000) being Thirty Thousand (30,000) shares of a par value of One Hundred Dollars ($100) per share.

           Third: The number of shares of the corporation outstanding at the time of such adoption was 5,500 and the number of shares entitled to vote thereon was 9,500.

           Fourth: The number of shares voted for such Amendment was 9,500 and the number of shares voted against such Amendment was 0.

Dated: September 10, 1987.

CANNELTON INDUSTRIES, INC.

By: /s/ A. S. Pack
       President

By: /s/ W. C. Miller, II
       Secretary

STATE OF WEST VIRGINIA
COUNTY OF KANAWHA, to-wit:

          I, Patricia A. Bennett, a Notary Public, do hereby certify that on this 10th day of September, 1987, personally appeared before me A. S. Pack, who, being by me first duly sworn, declared that he is President of Cannelton Industries, Inc., that he signed the foregoing document as President of the corporation, and that the statements contained therein are true.

My Commission expires:
May 24, 1994 /s/ Patricia A. Bennett
Notary Public

(SEAL)

STATE OF WEST VIRGINIA
COUNTY OF KANAWHA, to-wit:

          I, Patricia A. Bennett, a Notary Public, do hereby certify that on this 10th day of September, 1987, personally appeared before me W. C. Miller, II, who, being by me first duly sworn, declared that he is Secretary of Cannelton Industries, Inc., that he signed the foregoing document as President of the corporation, and that the statements contained therein are true.

My Commission expires:
May 24, 1994 /s/ Patricia A. Bennett
Notary Public

(SEAL)

This Document Prepared By:
Louis S. Southworth, II
JACKSON, KELLY, HOLT & O'FARRELL
1600 Laidley Tower
P. O. Box 553
Charleston, West Virginia 25322

EX-3

Exhibit 3.14(b)

AMENDED AND RESTATED BYLAWS

OF

CANNELTON INDUSTRIES, INC.

SECTION 1

Meetings of Shareholders

           1.1   The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2   The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3   Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1   The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2   Meetings of the Board of Directors may be called by the President or by any director.

           2.3   Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1   The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2   The President shall

                    (a)   Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                    (b)   Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                    (c)   Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                    (d)   Have such other powers and duties as the Board of Directors may assign to him.

           3.3   The Secretary shall

                    (a)   Issue notices of all meetings for which notice is required to be given,

                    (b)   Keep the minutes of all meetings and have charge of the corporate record books, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4   The Treasurer shall

                    (a)   Have the custody of all funds and securities of the Corporation,

                    (b)   Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5   Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1   Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2   Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.15(a)

CERTIFICATE OF INCORPORATION

OF

CANNELTON LAND COMPANY

           1.  The name of the corporation is:

Cannelton Land Company

           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 stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares shall be One Hundred Dollars (4100) amounting in the aggregate to One Hundred Thousand Dollars ($100,000.00).

           5.  The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

           6.  To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as director. Any repeal or modification of this Article shall not adversely affect any right or protection of an existing director at the time of such repeal or modification.

           7.  The name and mailing address of the incorporator is:

Raymond J. Cooke
AMAX Inc.
200 Park Avenue
33rd Floor
New York, NY 10166

           I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 22nd day of April, 1992.

/s/ Raymond J. Cooke
Raymond J. Cooke

EX-3

Exhibit 3.15(b)

AMENDED AND RESTATED BYLAWS
OF
CANNELTON LAND COMPANY

SECTION 1

Meetings of Shareholders

           1.1   The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2   The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3   Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1   The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2   Meetings of the Board of Directors may be called by the President or by any director.

           2.3   Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1   The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2   The President shall

                    (a)   Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                    (b)   Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                    (c)   Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                    (d)   Have such other powers and duties as the Board of Directors may assign to him.

           3.3   The Secretary shall

                    (a)   Issue notices of all meetings for which notice is required to be given,

                     (b)   Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4   The Treasurer shall

                     (a)   Have the custody of all funds and securities of the Corporation,

                     (b)   Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5   Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1    Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2   Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.16(a)

CERTIFICATE OF INCORPORATION

OF

CANNELTON COAL SALES COMPANY

           FIRST: The name of the Corporation is CANNELTON COAL SALES COMPANY.

           SECOND: Its registered office in the State of Delaware is to be located at 1207 King Street, Wilmington, Delaware 19801, located in New Castle County. The registered agent in charge thereof is WILLIAM L. GARRETT, JR.

           THIRD: 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.

           FOURTH: The amount of total authorized capital stock in this corporation is One Hundred (100) shares, no par value.

           FIFTH: The name and address of the incorporator is as follows:

WILLIAM L. GARRETT, JR., ESQUIRE
O'Donnell & Garrett, P.A.
1207 King Street
Wilmington, Delaware 19899

           SIXTH: In furtherance and not In limitation of the powers conferred by statute, the Board of Directors is conferred by statute, the Board of Directors is expressly authorized:

To make, alter or repeal 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.

           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. 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. Any such committee, to the extent provided in the resolution 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 authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, the by-laws may provided, however, the by-laws may provide that in the absence or disqualification of any member of such committee or committees, the number of 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.

           When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding, having voting power given at a stockholder's meeting duly called upon such vote as in required by statute, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding to sell, lease, or exchange all or substantially 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 consist in whole or in part of money or property, including 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.

           SEVENTH: The corporation is to have perpetual existence.

           EIGHTH: Meeting 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. Election of Directors need not be written ballot unless the by-laws of the corporation shall so provide.

           NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

           I, THE UNDERSIGNED, being the incorporator 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 my act and deed and the facts herein stated are true and accordingly have hereunto set my Hand and Seal this 28th day of September, A.D. 1987.

/s/ William L. Garrett, Jr.
WILLIAM L. GARRETT, JR.

STATE OF DELAWARE   )
                                             )  SS:
NEW CASTLE COUNTY   )

           BE IT REMEMBERED, that on this 28th day of September, A.D. 1987, personally came before me, a Notary Public for the State of Delaware, WILLIAM L. GARRETT, JR., ESQ., the party of the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said Certificate to be the act and deed of the signer and that the facts herein stated are true.

/s/ Illegible
Notary Public

INCORPORATOR'S
AMENDMENT OF CERTIFICATE OF INCORPORATION
OF CANNELTON COAL SALES COMPANY
PURSUANT TO 10 DEL.C. SECTION 241

           I, WILLIAM L. GARRETT, JR., the sole incorporator of CANNELTON COAL SALES COMPANY, hereby certify as follows:

           (1)  The Certificate of Incorporation shall be amended so that the name of said corporation shall be changed to: CANNELTON SALES COMPANY;

           (2)  The corporation has not received any payment for any of its stock;

           (3)  This Amendment has been duly adopted in accordance with 10 Del.C. Section 241.

/s/ William L. Garrett, Jr.
WILLIAM L. GARRETT, JR.
1207 King Street
Wilmington, Delaware 19801
INCORPORATOR

           SWORN TO AND SUBSCRIBED before me this 30th day of DECEMBER, 1987.

/s/ Illegible
Attorney at Law

CERTIFICATE OF CHANGE

OF

REGISTERED AGENT AND REGISTERED OFFICE

OF

CANNELTON SALES COMPANY

* * * * * * *

           CANNELTON SALES COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           The present registered agent of the corporation is WILLIAM L. GARRETT, JR., and the present registered office of the corporation is in the County of New Castle.

           The Board of Directors of CANNELTON SALES COMPANY adopted the following resolution on the 11th day of June, 1991.

           RESOLVED, that the registered office of CANNELTON SALES COMPANY in the State of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constitute and appointed the registered agent of this corporation at the address of its registered office.

           IN WITNESS WHEREOF, CANNELTON SALES COMPANY has caused this statement to be signed by WAYNE E. GRESHAM, its Vice President, and attested by MARILYN LOU GARDNER, its Assistant Secretary, this 3rd day of June, 1991.

By:   /s/ Wayne E. Gresham
        Wayne E. Gresham
        Vice President

ATTEST:

By:   /s/ Marilyn Lou Gardner
        Marilyn Lou Gardner
        Assistant Secretary

EX-3

Exhibit 3.16(b)

AMENDED AND RESTATED BYLAWS

OF

CANNELTON SALES COMPANY

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

          These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.17(a)

CERTIFICATE OF INCORPORATION
OF
COAL VENTURES HOLDING COMPANY, INC.

          1. The name of the corporation is COAL VENTURES HOLDING COMPANY, INC.

          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 stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is Zero Dollars and one Cent ($0.01) amounting in the aggregate to Ten Dollars and No Cents ($10.00).

          5. The board of directors is authorized to make, alter or repeal the bylaws of the corporation. Election of directors need not be by written ballot.

          6. The name and. mailing address of the sole incorporator is:

M. A. Brzoska
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

          7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

          8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

          I, THE UNDERSIGNED, being the incorporator 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 my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 5th day of June, 1998.

/s/ M.A. Brzoska
Sole Incorporator
M.A. Brzoska

EX-3

Exhibit 3.17(b)

BYLAWS

OF

COAL VENTURES HOLDING COMPANY, INC.

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2   The President shall

                (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                (a)  Issue notices of all meetings for which notice is required to be given,

                (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                (a)  Have the custody of all funds and securities of the Corporation,

                (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.18(a)

ARTICLES OF INCORPORATION

OF

DUNN COAL & DOCK 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 DUNN COAL & DOCK COMPANY.

          II. The address of the principal office of said corporation will be located at 315 70th Street, in the City of Charleston, in the Count of Kanawha, and State of West Virginia 25304.

          III. The purpose or purposes for which this corporation is formed are as follows:

          To transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.

          IV. Shareholders shall have full preemptive rights to acquire unissued or treasury shares, whether already authorized or hereafter authorized, of any or all classes or securities convertible into such shares or carrying a right to subscribe to or acquire such shares.

          V. Provisions for the regulation of the internal affairs of the corporation are:

          The Corporation shall indemnify existing and former employees, officers, and members of the board of directors of the Corporation to the extent allowed by the laws of the State of West Virginia or as more particularly described in the By-laws of the Corporation from time to time.

          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 One Hundred (100) shares of the par value of Fifty Dollars ($50.00) each.

          VII. The full name and address of the incorporator is:

NAME

H. Craig Slaughter ADDRESS

1600 Laidley Tower
P. O. Box 553
Charleston, WV 25322

           VIII. The existence of this corporation is to be perpetual.

          IX. No person to whom notice or process may be sent has been designated.

          X. The number of directors constituting the initial board of directors of the corporation is one and the name and address of the person who shall serve as director until the first annual meeting of shareholders or until his successor is elected and shall qualify is:

NAME

Allen S. Pack ADDRESS

315 70th Street
Charleston, WV 25304

          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 August, 1987.

/s/ H. Craig Slaughter
H. Craig Slaughter

Articles of Incorporation prepared by:

JACKSON, KELLY, HOLT & O'FARRELL
1600 Laidley Tower
P. O. Box 553
Charleston, West Virginia 25322

STATE OF WEST VIRGINIA,

COUNTY OF KANAWHA, to wit:

          I, Susan K. Howie, a Notary Public in and for the County and State aforesaid, hereby certify that H. Craig Slaughter whose name is signed to the foregoing Articles of Incorporation, bearing date, the 5th day of August, 1987, this day personally appeared before me in my said County and acknowledged his signature to be the same.

           Given under my hand and official seal this the 5th day of August, 1987.

          My commission expires: April 12, 1993.

/s/ Susan K. Howie
Notary Public

NOTARIAL SEAL

EX-3

Exhibit 3.18(b)

AMENDED AND RESTATED BYLAWS

OF

DUNN COAL & DOCK COMPANY

SECTION 1

Meetings of Shareholders

           1.1   The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2   The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3   Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1   The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2   Meetings of the Board of Directors may be called by the President or by any director.

           2.3   Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1   The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2   The President shall

                   (a)   Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                   (b)   Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                   (c)   Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                   (d)   Have such other powers and duties as the Board of Directors may assign to him.

           3.3   The Secretary shall

                   (a)   Issue notices of all meetings for which notice is required to be given,

                   (b)   Keep the minutes of all meetings and have charge of the corporate record books, and

                   (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4   The Treasurer shall

                   (a)   Have the custody of all funds and securities of the Corporation,

                   (b)   Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                   (c)    Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5   Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1   Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2   Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.19(a)

ARTICLES OF INCORPORATION

OF

EAST KENTUCKY ENERGY 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:

I.

          The name of the Corporation is East Kentucky Energy Corporation.

II.

          The duration of the Corporation shall be perpetual.

III.

          The purposes for which the Corporation is organized are to engage in any business enterprise which the Board of Directors may from time to time deem beneficial, profitable, and in the best interest 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 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. 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.

IV.

          The number of shares that the Corporation shall have authority to issue shall be One Thousand Shares (1,000) of the par value of Ten Dollars ($10.00) each.

V.

          The address of the initial registered office of the Corporation shall be c/o IMEC, Inc., State Highway 40, (P.O. Box 426), Inez, Martin County, Kentucky 41224, and the initial registered agent located at that address shall be O.B. Bucklen.

VI.

          The number of Directors constituting the initial Board of Directors shall be three (3), and the names and addresses of the persons who are to serve as the initial Directors are as follows:

1. E. Morgan Massey
Third Floor, Massey Building
4th and Main Street
Richmond, Virginia 23219

2. Wm. Blair Massey
Third Floor, Massey Building
4th and Main Street
Richmond, Virginia 23219

3. O.B. Bucklen
c/o IMEC, Inc.
State Highway 40
(P.O. Box 426)
Inez, Martin County, Kentucky 41224

VII.

          The name and address of the Incorporator is Stewart E. Conner, 2800 Citizens Plaza, Louisville, Kentucky 40202.

          Signed by the Incorporator at Louisville, Kentucky, this 28th day of August 1974.

/s/ Stewart E. Conner
Stewart E. Conner, Incorporator

THIS INSTRUMENT WAS PREPARED BY

/s/ Stewart E. Conner
Stewart E. Conner
Wyatt, Tarrant & Combs
Twenty Eighth Floor, Citizens Plaza
Louisville, Kentucky 40202

ARTICLES OF MERGER

OF

CLIPPER COAL CORPORATION

AND

EAST KENTUCKY ENERGY CORPORATION

To the Secretary of State
Commonwealth of Kentucky

          Pursuant to the provisions of the Kentucky Business Corporation Act, the domestic corporations herein named do hereby adopt the following Articles of Merger.

          1. Annexed hereto and made a part hereof is the Plan of Merger for merging Clipper Coal Corporation (“Clipper”) with and into East Kentucky Energy Corporation (“EKE”) as approved by resolution adopted at a meeting by the Board of Directors of Clipper on October 28, 1994 and by resolution adopted at a meeting by the Board of Directors of EKE on October 28, 1994.

          2. In respect of Clipper, the designation, the number of outstanding shares, the number of shares entitled to be cast by each voting group entitled to vote on the merger herein provided for, and the number of votes of each voting group indisputably represented at the meeting at which the said merger, was approved are as follows:

          a. Designation of voting group: Common Stock

          b. Number of outstanding shares of voting group: 100

          c. Number of shares of voting group entitled to vote separately on the merger: 100

          d. Number of shares of voting group indisputably represented at the meeting: 100

          3. In respect of Clipper, the total number of undisputed votes cast for the merger herein provided for by each voting group entitled to vote on the said merger is as follows:

          a. Designation of voting group: Common Stock

          b. Number of undisputed votes of Voting group cast for merger: 100

          4. The said number of votes cast for the said merger was sufficient for the approval thereof by the said voting group.

          5. In respect of EKE, the designation, the number of outstanding shares, the number of shares entitled to be cast by each voting group entitled to vote on the merger herein provided for, and the number of votes of each voting group indisputably represented at the meeting at which the said merger was approved are as follows:

          a. Designation of voting group: Common Stock

          b. Number of outstanding shares of voting group: 10

          c. Number of shares of voting group entitled to vote separately on the merger: 10

          d. Number of shares of voting group indisputably represented at the meeting: 10

          6. In respect of EKE, the total number of undisputed votes cast for the merger herein provided for by each voting group entitled to vote on the said merger is as follows:

          a. Designation of voting group. - Common Stock

          b. Number of undisputed votes of voting group cast for merger: 10

          7. The said number of votes cast for the said merger was sufficient for the approval thereof by the said voting group

          8. The merger herein provided for shall become effective in the Commonwealth of Kentucky upon filing of the Articles of Merger with the Secretary of State of Kentucky.

           Executed on October 28, 1994

CLIPPER COAL CORPORATION

BY: /s/ William G. Meister
       Name: William G. Meister
       Capacity: President

EAST KENTUCKY ENERGY CORPORATION

By: /s/ Stephen H. Ernest
       Name: Stephen H. Ernest
       Capacity: President

          PLAN OF MERGER adopted by Clipper Coal Corporation (“Clipper”), a corporation for profit organized under the laws of the Commonwealth of Kentucky, by resolution of its Board of Directors on October 28, 1994, and adopted on October 28, 1994 by East Kentucky Energy Corporation (“EKE”), a corporation for profit organized under the laws of the Commonwealth of Kentucky, by resolution of its Board of Directors on October 28, 1994. The name of the surviving corporation into which Clipper plans to merge is EKE.

          9. Clipper and EKE shall, pursuant to the provisions of the Kentucky Business Corporation Act be merged with and into a single corporation, to wit, EKE, which shall be the surviving corporation when the merger takes effect and which is sometimes hereafter referred to as the surviving corporation,” and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the Kentucky Business Corporation Act. The separate existence of Clipper which is sometimes hereafter referred to as the “non-surviving corporation,” shall cease when the merger takes effect of the merger in accordance provisions of the Kentucky Business Corporation Act.

          10. The Articles of Incorporation of the surviving corporation when the merger takes effect shall be the Articles of Incorporation of said surviving corporation.

          11. The present bylaws of the surviving corporation will be the bylaws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Kentucky Business Corporation Act.

          12. The directors and officers in office of the surviving corporation when the merger takes effect shall be the members of the first Board of Directors and the first officers of the surviving corporation all of whom shall hold their respective successors or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

          13. Each issued share of the non-surviving corporation when the merger takes effect shall be cancelled and shall reflect no interest in the surviving corporation. The issued shares of the surviving corporation shall not be converted or exchanged in any manner, but each said share which is issued when the merger takes effect shall continue to represent one issued share of the surviving corporation.

          14. The Plan of Merger herein made and approved shall be submitted to the shareholders of the non-surviving corporation and to the shareholders of the surviving corporation for their approval or rejection in the manner prescribed by the provisions of the Kentucky Business Corporation Act.

          15. In the event that the Plan of Merger shall have been approved by the shareholders entitled to vote on the non-surviving corporation and by the shareholders entitled to vote of the surviving corporation in the manner prescribed by the provisions of the Kentucky Business Corporation Act, the non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the Commonwealth of Kentucky, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

          16. The Board of Directors and the proper officers of the non-surviving corporation and the Board of Directors and the proper officers of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

          17. The merger herein provided for shall take effect at 9:00 a.m. on the date upon which the Articles of Merger are filed with the Secretary of State of Kentucky.

EX-3

Exhibit 3.19(b)

AMENDED AND RESTATED BYLAWS

OF

EAST KENTUCKY ENERGY CORPORATION

Section 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

Section 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (I) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (I) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

Section 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation’s affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

Section 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

Section 5

Amendments

          These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.20(a)

SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
EMPLOYEE BENEFITS MANAGEMENT, INC.

          1. This Second Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”) amended, restates and integrates the Certificate of Incorporation of Employee Benefits Management, Inc. The original Certificate of Incorporation was filed with the Secretary of State of Delaware on May 14, 1997 in the name of Zeigler Property Development Company, was amended on December 8, 1998 to amend the name to Employee Benefits Management, Inc., and was first amended and restated as of December 11, 1998. This Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

          2. The name of the corporation is EMPLOYEE BENEFITS MANAGEMENT, INC. (the "Corporation").

          3. The Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington County, of Newcastle. The name of its registered agent at such address is The Corporation Trust Company.

          4. The nature of the business or purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

          5. The total number of shares of stock which the Corporation have authority to issue is One Thousand One Hundred Seventy-Six (1,176 shares) (collectively, the “Common Stock”), each having a par value of $0.01 per share. The shares of Common Stock may be issued from time to time for such consideration and upon such terms as the Board of Directors of the Corporation (the “Board of Directors”) may determine from time to time.

          6. The Board of Directors is authorized to make, alter or appeal the By-Laws of the Corporation. The election of Directors need not be by written ballot.

          7. A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages or breach of fiduciary duty as any Director except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation of Stockholders (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which this Director derives any improper personal benefit.

          8. The Corporation shall indemnity its officers, directors, employees and agents to the extent permitted by the DGCL.

          I, THE UNDERSIGNED, being the Secretary of the Corporation does make this Certificate, hereby declaring and certifying that this is my act indeed and the facts herein stated are true, accordingly have hereunto set my hand this 18th day of April, 2002.

                                                      
/s/ Julie Hudson
Julie Hudson

EX-3

Exhibit 3.20(b)

THIRD AMENDED AND RESTATED

BYLAWS OF

EMPLOYEE BENEFITS MANAGEMENT, INC.

TABLE OF CONTENTS

ARTICLE 1 OFFICES 1

Section 1.1
Section 1.2 Registered Office
Other Offices 1
1

ARTICLE 2 STOCKHOLDERS 1

Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5
Section 2.6
Section 2.7
Section 2.8
Section 2.9
Section 2.10
Section 2.11
Section 2.12 Place of Meetings
Quorum; Adjournment of Meetings
Annual Meetings
Special Meetings
Record Date
Notice
Stockholder List
Proxies
Voting; Election; Inspectors
Conduct of Meetings
Treasury Stock
Action Without Meeting 1
1
2
2
2
3
3
3
4
4
5
5

ARTICLE 3 BOARD OF DIRECTORS 5

Section 3.1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
Section 3.9
Section 3.10
Section 3.11 Power; Number; Term of Office
Quorum; Voting
Place of Meetings; Order of Business
First Meeting
Regular Meetings
Special Meetings
Removal
Vacancies; Increases in the Number of Directors
Compensation
Action Without a Meeting; Telephone Conference Meeting
Approval or Ratification of Acts or Contracts by Stockholders 5
6
6
6
6
6
6
6
7
7
7

ARTICLE 4 COMMITTEES 7

Section 4.1
Section 4.2
Section 4.3 Designation; Powers
Procedure; Meetings; Quorum
Substitution and Removal of Members; Vacancies 7
8
8

ARTICLE 5 OFFICERS 8

Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Section 5.6
Section 5.7
Section 5.8
Section 5.9 Number, Titles and Term of Office
Powers and Duties of the President
Vice Presidents
Secretary
Assistant Secretaries
Treasurer
Assistant Treasurers
Action with Respect to Securities of Other Corporation
Delegation 8
9
9
9
9
9
10
10
10

ARTICLE 6 CAPITAL STOCK 10

Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5 Certificates of Stock
Transfer of Shares
Ownership of Shares
Regulations Regarding Certificates
Section 6.5 Lost or Destroyed Certificates 10
10
11
11
11

ARTICLE 7 MISCELLANEOUS PROVISIONS 11

Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Section 7.6 Fiscal Year
Corporate Seal
Notice and Waiver of Notice
Facsimile Signatures
Reliance upon Books, Reports and Records
Application of Bylaws 11
11
11
12
12
12

ARTICLE 8 AMENDMENTS 12

THIRD AMENDED AND RESTATED

BYLAWS OF

EMPLOYEE BENEFITS MANAGEMENT, INC.

ARTICLE 1
OFFICES

           Section 1.1 Registered Office. The registered office of the Corporation required by the General Corporation Laws of the State of Delaware to be maintained in Delaware shall be the registered office named in the charter documents of the Corporation (the “Certificate of Incorporation”), or such other office as may be designated from time to time by the Board of Directors of the Corporation (the “Board of Directors”) in the manner provided by law.

           Section 1.2 Other Offices. 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 that the business of the Corporation may require.

ARTICLE 2
STOCKHOLDERS

           Section 2.1 Place of Meetings. All meetings of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the state of Delaware as shall be specified or fixed in the notices or waivers of notice thereof.

           Section 2.2. Quorum; Adjournment of Meetings. Unless otherwise required by law or provided in the Certificate of Incorporation or these Bylaws:

                     (a) the holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business;

                     (b) in all matters other than the election of directors, the affirmative vote of the holders of a majority of such stock so present or represented at any meeting of stockholders at which a quorum is present shall constitute the act of the stockholders; and

                     (c) where a separate vote by a class or classes is required on a particular matter, a majority of the outstanding shares of such class or classes entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

          The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, subject to the provisions of clauses (b) and (c) above.

          Notwithstanding the other provisions of the Certificate of Incorporation or these Bylaws, the chairman of the meeting or the holders of a majority of the issued and outstanding stock, present in person or represented by proxy and entitled to vote, at any meeting of stockholders, whether or not a quorum is present, shall have the power to adjourn such meeting form time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If the adjournment is for more than 30 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 such meeting. 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 called.

          Section 2.3 Annual Meetings. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place (within or without the state of Delaware), on such date, and at such time as the Board of Directors shall fix and set forth in the notice of the meeting, which date shall be within 13 months after the last annual meeting of stockholders.

          Section 2.4 Special Meetings. Unless otherwise provided in the Certificate of Incorporation, special meetings of the stockholders for any purpose or purposes may be called at any time by the President, by a majority of the Board of Directors, or by a majority of the executive committee (if any), at such time and at such place as may be stated in the notice of the meeting. Business transacted at a special meeting shall be confined to the purpose(s) stated in the notice of such meeting.

          Section 2.5 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 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 a date as the record date for any such determination of stockholders, which record date shall not precede the date on which the resolutions fixing the record date are adopted and which record date shall not be more than 60 days nor less than ten days before the date of such meeting of stockholders.

          If the Board of Directors does not fix a record date for any meeting of the stockholders, the record date for determining stockholders entitled to notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if, in accordance with Section 7.3 of these Bylaws, notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining stockholders for any other purpose (other than the consenting to corporate action in writing without a meeting) shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. 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.

          For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If the Board of Directors does not fix the record date, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation at its registered office in the state of Delaware or at its principal place of business. If the Board of Directors does not fix the record date, and prior action by the Board of Directors is necessary, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

          Section 2.6 Notice. Written notice of the place, date and hour of all meetings, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the President, the Secretary or the other person(s) calling the meeting to each stockholder entitled to vote thereat not less than 2 nor more than 60 days before the date of the meeting. Such notice may be delivered personally, by mail, or by facsimile. If mailed, notice is deemed given three (3) days after it is deposited in the United States mail, postage prepaid, (one (1) day if deposited with a nationally recognized overnight carrier) directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

          Section 2.7 Stockholder List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder, 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 before 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 stockholder 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 2.8 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Proxies for use at any meeting of stockholders shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, before or at the time of the meeting All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting, who shall decide all questions touching upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.

          No proxy shall be valid after three years after its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power.

          Should a proxy designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of such portion of the shares as is equal to the reciprocal of the fraction equal to the number of proxies representing such shares divided by the total number of shares represented by such proxies.

          Section 2.9 Voting; Election; Inspectors. Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall on each matter submitted to a vote at a meeting of stockholders have one vote for each share of the stock entitled to vote which is registered in his name on the record date for the meeting. For the purposes hereof, each election to fill a directorship shall constitute a separate matter. Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws (or comparable body) of such corporation may determine. Shares registered in the name of a deceased person may be voted by the executor or administrator of such person’s estate, either in person or by proxy.

          All voting, except as otherwise required by the Certificate of Incorporation or by law, may be by a voice vote; provided, however, that upon request of the chairman of the meeting or upon demand therefor by stockholders holding a majority of the issued and outstanding stock present in person or by proxy at any meeting a stock vote shall be taken. Every stock vote shall be taken by written ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting.

          At any meeting at which a vote is taken by written ballots, the chairman of the meeting may appoint one or more inspectors, each of whom shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. Such inspector shall receive the written ballots, count the votes, and make and sign a certificate of the result thereof. The chairman of the meeting may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as an inspector.

          Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited.

          Section 2.10 Conduct of Meetings. The meetings of the stockholders shall be presided over by the President, or if the President is absent, by a chairman elected at the meeting. The Secretary of the Corporation, if present, shall act as secretary of such meetings, or, if the Secretary is not present, an Assistant Secretary shall so act; if the Assistant Secretary is absent, then a secretary shall be appointed by the chairman of the meeting.

          The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as is required to maintain order.

          Section 2.11 Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it and such shares shall not be counted for quorum purposes. Nothing in this Section shall be construed as limiting the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

          Section 2.12 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these Bylaws to be taken at a meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

          Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days after the earliest dated consent delivered in the manner required by this Section to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the state of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

          Prompt notice of the taking of action by the Corporation without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

ARTICLE 3
BOARD OF DIRECTORS

          Section 3.1 Power; Number; Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and, subject to the restrictions imposed by law or the Certificate of Incorporation, the Board of Directors may exercise all the powers of the Corporation.

          The number of directors which shall constitute the whole Board of Directors shall be three. Each director shall hold office for the term for which such director is elected, and until such director’s successor shall have been elected and qualified or until such director’s earlier death, resignation, or removal.

          Unless otherwise provided in the Certificate of Incorporation, directors need not be stockholders nor residents of the state of Delaware.

          Section 3.2 Quorum; Voting. Unless otherwise provided in the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business 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.

          Section 3.3 Place of Meetings; Order of Business. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provide by law, in such place or places, within or without the state of Delaware, as the Board of Directors may from time to time determine. At all meetings of the Board of Directors business shall be transacted in such order as shall from time to time be determined by the President (should the President be a director), or by the Board of Directors.

          Section 3.4 First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the stockholders. Notice of such meeting shall not be required. At the first meeting of the Board of Directors in each year at which a quorum shall be present, held next after the annual meeting of stockholders, the Board of Directors shall elect the officers of the Corporation.

          Section 3.5 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by the President (should the President be a director). Notice of such regular meetings shall be given as required for special meetings.

          Section 3.6 Special Meetings. Special meetings of the Board of Directors may be called by the President (should the President be a director) or, on the written request of any two directors, by the Secretary, in each case on at least 24 hours personal, written, telegraphic, or faxed notice to each director. Such notice, or any waiver thereof pursuant to Section 7.3 below, need not state the purpose or purposes of such meeting, except as may otherwise be required by law or provided for in the Certificate of Incorporation or these Bylaws. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing.

          Section 3.7 Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of such directors.

          Section 3.8 Vacancies; Increases in the Number of Directors. Any vacancies of the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, increase in the number of directors or other cause shall be filled by a majority vote of the remaining Directors then in office, although less than a quorum, or by a sole remaining Director, or if there shall be no Directors remaining, by vote of the holders of a majority of the Common Stock of the Corporation at the next annual or special stockholders meeting.

          Section 3.9 Compensation. The Board of Directors shall have the authority to fix the compensation of directors. Until such time as the Board of Directors establishes a policy regarding compensation, no compensation shall be paid to directors and members of standing committees, if any, for their services in such capacities; provided, however, that they shall be reimbursed for all reasonable expenses incurred in attending and returning from meetings of the Board of Directors.

          Section 3.10 Action Without a Meeting; Telephone Conference Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if all members of the Board of Directors 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 of Directors or committee. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the state of Delaware.

          Unless otherwise restricted by the Certificate of Incorporation, subject to the requirement for notice of meetings, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of such Board of Directors or committee, as the case may be, by means of a conference telephone connection or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

          Section 3.11 Approval or Ratification of Acts or Contracts by Stockholders. The Board of Directors in its discretion may submit any act or contract for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any act or contract that shall be approved or be ratified by the vote of the stockholders holding a majority of the issued and outstanding shares of stock of the Corporation entitled to vote and present in person or by proxy at such meeting (provided that a quorum is present) shall be as valid and as binding upon the Corporation and upon all the stockholders as if it has been approved or ratified by every stockholder of the Corporation. In addition, any such act or contract may be approved or ratified by the written consent of stockholders holding a majority of the issued and outstanding shares of capital stock of the Corporation entitled to vote, and such consent shall be as valid and binding upon the Corporation and upon all the stockholders as if it had been approved or ratified by every stockholder of the Corporation.

ARTICLE 4
COMMITTEES

          Section 4.1 Designation; Powers. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, including, if they shall so determine, an executive committee, with each such committee to consist of one or more of the directors of the Corporation. Any such designated committee shall have and may exercise such of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation as may be provided in such resolution, except that no such committee shall have the power or authority of the Board of Directors 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 of the Corporation, or amending, altering or repealing these Bylaws or adopting new Bylaws for the Corporation. Any such designated committee may authorize the seal of the Corporation to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by the Board of Directors.

          Section 4.2 Procedure; Meetings; Quorum. Any committee designated pursuant to this Article IV shall keep regular minutes of its actions and proceedings in a book provided for that purpose, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by such rules, or by such committee or the Board of Directors. Should a committee fail to fix its own rules, the provisions of the Bylaws, pertaining to the calling of meetings and conduct of business by the Board of Directors, shall apply as nearly as may be possible. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, except as provided in Section 4.3 below, and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution.

          Section 4.3 Substitution and Removal of Members; Vacancies. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors shall have the power at any time to remove any member(s) of a committee and to appoint other directors in lieu of the person(s) so removed and shall also have the power to fill vacancies in a committee.

ARTICLE 5
OFFICERS

          Section 5.1 Number, Titles and Term of Office. The officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer, a Secretary, and such other officers as the Board of Directors may from time to time elect or appoint (including, but not limited to, one or more Assistant Secretaries and one or more Assistant Treasurers). Each officer shall hold office until such officer’s successor shall be duly elected and shall qualify or until such officer’s death or until such officer shall resign or shall have been removed. Any number of offices may be held by the same person, unless the Certificate of Incorporation provides otherwise.

          Section 5.2 Powers and Duties of the President. Subject to the control of the Board of Directors and the Executive Committee (if any), the President shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned by the Board of Directors.

          Section 5.3 Vice Presidents. Each Vice President shall at all times possess the power to sign all certificates, contracts and other instruments of the Corporation, except as otherwise limited in writing by the President. Each Vice President shall have such other powers and duties as from time to time may be assigned to such Vice President by the Board of Directors or the President.

          Section 5.4 Secretary. The Secretary shall at all times possess the power to sign all certificates, contracts and other instruments of the Corporation, except as otherwise limited in writing by the President; shall keep the minutes of all meetings of the Board of Directors, committees of the Board of Directors and the stockholders, in books provided for that purpose; shall attend to the giving and serving of all notices; may in the name of the Corporation affix the seal of the Corporation to all contracts and attest the affixation of the seal of the Corporation thereto; may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours; shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to the Secretary by the Board of Directors or the President; and shall in general perform all acts incident to the office of Secretary, subject to the control of the Board of Directors and the President.

          Section 5.5 Assistant Secretaries. Each Assistant Secretary shall at all times possess the power to sign all certificates, contracts and other instruments of the Corporation, except as otherwise limited in writing by the President; and shall have the usual powers and duties pertaining to such office, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to an Assistant Secretary by the Board of Directors, the President, or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.

          Section 5.6 Treasurer. The Treasurer shall at all times possess the power to sign all certificates, contracts and other instruments of the Corporation, except as otherwise limited in writing by the President; shall have responsibility for the custody and control of all funds and securities of the Corporation; and shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to the Treasurer by the Board of Directors or the President.

          Section 5.7 Assistant Treasurers. Each Assistant Treasurer shall at all times possess the power to sign all certificates, contracts and other instruments of the Corporation, except as otherwise limited in writing by the President; and shall have the usual powers and duties pertaining to such office, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to each Assistant Treasurer by the Board of Directors, the President, or the Treasurer. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability or refusal to act.

          Section 5.8 Action with Respect to Securities of Other Corporation. Unless otherwise directed by the Board of Directors, either the President, the Secretary or the Treasurer shall have the power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other corporation.

          Section 5.9 Delegation. For any reason that the Board of Directors may deem sufficient, the Board of Directors, may, except where otherwise provided by statute, delegate the powers or duties of any officer to any other person, and may authorize any officer to delegate specified duties of such office to any other person. Any such delegation or authorization by the Board of Directors shall be effected from time to time by resolution.

ARTICLE 6
CAPITAL STOCK

          Section 6.1 Certificates of Stock. The certificates for shares of the capital stock of the Corporation shall be in such form, not inconsistent with that required by law and the Certificate of Incorporation, as shall be approved by the Board of Directors. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the President or a Vice President and the Secretary, or an Assistant Secretary, or the Treasurer, or an Assistant Treasurer of the Corporation representing the number of shares (and, if the stock of the Corporation shall be divided into classes or series, certifying the class and series of such shares) owned by such stockholder which are registered in certified form; provided, however, that any or all of the signatures on the certificate may be facsimile. The stock record books and the blank stock certificate books shall be kept by the Secretary or at the office of such transfer agent or transfer agents as the Board of Directors may from time to time determine. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature or signatures shall have been placed upon any such certificate or certificates shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The stock certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares.

          Section 6.2 Transfer of Shares. The shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives upon surrender and cancellation of certificates for a like number of shares. Upon surrender to the Corporation or a 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.

          Section 6.3 Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation 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 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 the state of Delaware.

          Section 6.4 Regulations Regarding Certificates. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.

          Section 6.5 Section 6.5 Lost or Destroyed Certificates. The Board of Directors may determine the conditions upon which the Corporation may issue a new certificate of stock in place of a certificate already issued by it which is alleged to have been lost, stolen or destroyed and may require the owner of such certificate or such owner’s legal representative to give bond, with surety sufficient to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by reason of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate in the place of the one so lost, stolen or destroyed.

ARTICLE 7
MISCELLANEOUS PROVISIONS

           Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year.

          Section 7.2 Corporate Seal. The corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of its incorporation, which seal shall be in the charge of the Secretary and shall be affixed to certificates of stock, debentures, bonds, and other documents, in accordance with the direction of the Board of Directors or a committee thereof, and as may be required by law; however, the Secretary may, if the Secretary deems it expedient, have a facsimile of the corporate seal inscribed on any such certificates of stock, debentures, bonds, contract or other documents. Duplicates of the seal may be kept for use by any Assistant Secretary.

          Section 7.3 Notice and Waiver of Notice. Whenever any notice is required to be given by law, the Certificate of Incorporation or under the provisions of these Bylaws, said notice shall be deemed to be sufficient if given (a) by telegraphic, cable or wireless transmission (including by telecopy or facsimile transmission) or (b) by deposit of the same in a post office box or by delivery to an overnight courier service company in a sealed prepaid wrapper addressed to the person entitled thereto at such person’s post office address, as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such transmission or mailing or delivery to courier, as the case may be.

          Whenever notice is required to be given by law, the Certificate of Incorporation or under any of the provisions of these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person, including without limitation a director, at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, 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 stockholders, Board of Directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

          Section 7.4 Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors.

          Section 7.5 Reliance upon Books, Reports and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of such person’s duties, be protected to the fullest extent permitted by law in relying upon the records of the Corporation and upon information, opinion, reports or statements presented to the Corporation.

          Section 7.6 Application of Bylaws. If any of these Bylaws is or may be in conflict with any law of the United States, of the state of Delaware or of any other governmental body or power having jurisdiction over this Corporation, or over the subject matter to which such provision of these Bylaws applies, or may apply, such provision of these Bylaws shall be inoperative to the extent only that the operation thereof unavoidably conflicts with such law, and shall in all other respects be in full force and effect.

ARTICLE 8
AMENDMENTS

          The Board of Directors shall have the power to adopt, amend, and repeal from time to time Bylaws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to amend or repeal such Bylaws as adopted or amended by the Board of Directors.

EX-3

Exhibit 3.21(a)

ARTICLES OF ORGANIZATION

FOR

ENERGY RESOURCES, LLC

           The undersigned hereby forms a Georgia limited liability company pursuant to the Georgia Limited Liability Company Act as follows:

           1.  The name of the limited liability company (the "Company") shall be Energy Resources, LLC.

           2.  The street address of the Company's initial registered office shall be 1201 Peachtree Street, Atlanta, Fulton County, Georgia 30361. The name of the Company's initial registered agent at that office shall be CT Corporation System.

/s/ Jeff Jefferson
Jeff Jefferson, Organizer

ARTICLES OF AMENDMENT
OF A LIMITED LIABILITY COMPANY
FORMED UNDER THE LAWS OF THE STATE OF GEORGIA

(Under Section 14-11-210 of the Georgia Limited Liability Company Act)

To the Secretary of State
State of Georgia

           FIRST:  The name of the limited liability company (the "company") is Energy Resources, LLC.

           SECOND:  The date the articles of organization of the company were filed in the Office of the Secretary of State of the State of Georgia is December 18, 1997.

           THIRD:  The amendment to the articles of organization of the company is as follows:

The name of the limited liability company (the "company") is Employee Claims Administration, LLC.

Executed on March 1, 1999.

Coal Ventures Holding Company, Inc.,
sole Member

By: /s/ Larry Addington

Title:Chairman

EX-3

Exhibit 3.21(b)

SECOND AMENDED AND RESTATED
OPERATING AGREEMENT FOR
EMPLOYEE CLAIMS ADMINISTRATION, LLC

           This Second Amended and Restated Operating Agreement, dated effective July 7, 1999, is among AEI Resources, Inc., Old Ben Coal Company, Kanawha Corporation, Kindill Mining, Inc., Beech Coal Company, Dunn Coal & Dock Company, Mountain Coals Corporation, Mountaineer Coal Development Company, Midwest Coal Company, Cannelton Industries, Inc., Cannelton, Inc. and any Person who subsequently becomes a member of the Company, as reflected on any Amendment to Annex A to this Agreement (each a "Member" and collectively, the "Members").

ARTICLE 1
FORMATION

           Employee Claims Administration, LLC (the "Company") was formed pursuant to the Georgia Limited Liability Company Act, effective as of the filing of the Company's Articles of Organization with the Georgia Secretary of State. The Members hereby ratify and approve the filing of the Company's Articles of Organization and all amendments thereto (the "Articles of Organization"), the receipt of the form of which each Member hereby acknowledges. The Board of Directors 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 Board of Directors and the Members shall be as provided in the Act, as modified by the Articles of Organization of the Company and this Agreement. This Agreement supersedes that certain Amended and Restated Operating Agreement dated as of July 7, 1999, among the initial Members referenced in the preamble hereto. The Company's registered office in the state of Georgia is CT Corporation Systems, 1201 Peachtree Street NE, Atlanta, Georgia 30361. The name of its registered agent at such address is CT Corporation Systems.

ARTICLE 2
NAME

           The business of the Company shall be conducted under the name "Employee Claims Administration, LLC."

ARTICLE 3
DEFINITIONS

           The following terms and phrases used in this Agreement shall have the following meanings:

           "Act" shall mean the Georgia Limited Liability Company Act, Georgia Code Ann. ss.ss. 14-11-100 through 14-11-1109.

           "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 Second Amended and Restated Operating 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 or 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 90 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 90 days after the expiration of any stay, the appointment is not vacated.

           "Board of Directors" shall mean the Board of Directors designated in Article 12, and any additional or replacement Board of Directors elected pursuant to Article 12.

           "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.

           "Cause" shall mean (i) the failure of an officer or director to render services to the Company in accordance with such officer's or director's obligations under this Agreement, which failure amounts to gross neglect of such officers or directors' duties to the Company; (ii) the commission by an officer or director of any act of fraud or embezzlement against the Company, or (iii) an officer or director being convicted of a felony.

           "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.

           "Disability" shall mean an officer's or director's inability (as determined by a physician appointed by the Company) due to accident or physical or mental illness, to adequately and fully perform the duties that the officer or director was performing for the Company when the disability began. If at any time the physician appointed by the Company makes a determination with respect to an officer's or director's disability, that determination shall be final, conclusive, and binding upon the Company, the Member or officer or director, and their successors in interest.

           "Incapacity" or "Incapacitated" shall mean the adjudicated incompetency or death of an individual Member, officer or director or dissolution of the entity comprising any Member, and shall also include the death of an individual Member when that Member has transferred all or any part of such Member's Interest to an entity with an extended life (e.g., corporation or trust).

           "Interest" shall mean the entire ownership interest (which may, either for a Member's Capital Account or for a Member's share of Taxable Income, Tax Losses or Net Cash Flow, be expressed as a percentage or in terms of Units of Participation) of a Member in the Company, including the rights and obligations of the Member under this Agreement and the Act.

           "Membership Interests" shall mean the units of participation in the Company set forth on Annex A, which shall reflect a Member's relative ownership Interest in the Company. Annex A shall be amended to reflect any changes in the Members' Membership Interest. Distributions or allocations made in proportion to or in accordance with the Membership Interest shall be based upon relative Membership Interest as of the record date for distributions.

           "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 business which the Board of Directors deems reasonably necessary or appropriate.

           "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.

           "Revocable Declaration of Trust" shall mean a trust of which a Member is the grantor and has the power to revoke.

           "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 ss.ss. 702 and 703 and the Treasury Regulations promulgated thereunder.

ARTICLE 4
BUSINESS OF THE COMPANY

           The business of the Company is to engage in any lawful act or activity for which companies may be organized under the Act.

ARTICLE 5
MEMBERS AND MEMBERSHIP INTERESTS

           5.1  Members. The names and business addresses of the Members are set forth on Annex A.

           5.2  Additional Members. The Company may admit additional Members from time to time upon the unanimous approval of the Board of Directors and upon the terms and for the consideration determined by the Board of Directors. 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 Member to be bound by the terms of this Agreement.

           5.3  No Liability of Members or Board of Directors. No Member or director shall have personal liability for the obligations or liabilities of the Company. Except as otherwise specifically provided in this Agreement, no Member, after his admission to the Company, shall be obligated to contribute additional funds or property, or loan money, to the Company.

           5.4  Fiduciaries as Members. A Member may own an Interest in a fiduciary capacity, such as a trustee under a trust instrument, as executor or as a personal representative of an estate or as custodian. Such fiduciary shall have no interest or obligation individually with respect to any such Interests, but shall be considered as acting solely in such fiduciary capacity. If a Member acting in a fiduciary capacity ceases to act as such, the successor fiduciary shall be a Member in the same fiduciary capacity with the same rights and obligations as the predecessor fiduciary. A Person may be a Member in an individual capacity and a Member in one or more fiduciary capacities.

           5.5  Total Membership Interests. The total number of units of Membership Interests which the Company shall have authority to issue is one thousand two hundred five (1,205) units, one thousand (1,000) of which are to be designated as the Class A Membership Interests of the Company (the "Class A Membership Interests"), and two hundred five (205) of which are to be designated as the Class B Membership Interests of the Company (the "Class B Membership Interests") (collectively, the "Membership Interests"). The units of Class A Membership Interests and Class B Membership Interests may be issued from time to time for such consideration and upon such terms as the Board of Directors may determine from time to time.

           5.6  Distributions. When, as and if distributions are declared by the Board of Directors on the Membership Interests out of funds legally available for such purpose, whether payable in cash or in property of the Company, the holders of all Class A Membership Interests and Class B Membership Interests shall be entitled to share rateably, in proportion to the total number of units of membership interests held by each holder, in all distributions made with respect to the membership interests; provided, however, that if distributions are declared that are payable in units of, in subscription or other rights to acquire units of, or instruments convertible into or exchangeable for units of, membership interests, the distributions payable in units of, in subscription or other rights to acquire units of, or instruments convertible into or exchangeable for units of, any particular class of membership interests shall be payable only to holders of such membership interests.

           5.7  Voting Rights. Except for the election of directors, all voting rights shall be vested solely in the holders of the Class A Membership Interests. At the election of the directors, the holders of the Class B Membership Interests shall be entitled as a class to elect one (1) of the six (6) directors of the Company, and the holders of the Class A Membership Interests shall be entitled to elect the remaining five (5) directors. At any time during which only one class of Membership Interests is outstanding, the holders of such class shall be entitled to elect all six (6) directors.

           5.8  Consolidation or Merger. Neither the consolidation or merger of the Company, nor the lease or conveyance of all or substantially all of its assets, shall be deemed a liquidation, dissolution or winding up of the affairs of the Company within the meaning of this Article 5.

           5.9  Dissolution, Liquidation, Winding Up. In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, (a) the holders of Class B Membership Interests shall be entitled to receive out of the assets of the Company, whether those assets are capital or surplus of any nature, an amount per unit equal to the lesser of (i) 17% of the amount of the total payment or distribution to the holders of Membership Interests divided by the total number of units of Class B Membership Interests outstanding on the date of such liquidation, dissolution, or winding up, and (ii) the Member Redemption Price (as defined in Article 5.14), as determined in accordance with this Article 5 (except that for such purpose "Call Date" shall be taken to mean the date of such liquidation, dissolution, or winding up); and (b) the holders of Class A Membership Interests shall be entitled to receive, rateably, all remaining assets of the Company.

           5.10  Limitation On Redemption of Membership Interests. So long as Class B Membership Interests are issued and outstanding, the Company shall not redeem or acquire any issued and outstanding Class A Membership Interests.

           5.11  Redemption of Class B Membership Interests by Company. The Company may redeem all, or any portion, of the units of Class B Membership Interests at any time on or after January 1, 2008, for cash or other immediately available funds, at a price per unit (the "Call Price"), equal to the product of (a) 1.05 and (b) the Member Redemption Price to the extent that the Company shall have funds legally available for such payment. From and after the date fixed for redemption (the "Call Date"), unless default shall be made by the Company in providing funds sufficient for such redemption, such units of Class B Membership Interests will no longer be outstanding and all rights in respect of such units of Class B Membership Interests shall cease, except the right to receive the Call Price. If less than all of the outstanding units of Class B Membership Interests are to be redeemed, the Company shall redeem a portion of the units of Class B Membership Interests of each holder pro rata based on the number of units of Class B Membership Interests held by each holder and the Company shall execute and deliver to each such holder a new certificate for the unredeemed units of Class B Membership Interests.

           5.12  Notice of Redemption by Company. Notice of redemption must be given to the holders of Class B Membership Interests at the addresses shown on the books of the Company not less than thirty (30) days nor more than sixty (60) days prior to the Call Date. Each such notice shall state: (i) the Call Date; (ii) the total number of units of Class B Membership Interests to be redeemed and, if fewer than all of the issued and outstanding units of Class B Membership Interests are to be redeemed, the number of such units of Class B Membership Interests to be redeemed from each holder; (iii) the Call Price; and (iv) the place or places where certificates for such units of Class B Membership Interests are to be surrendered for payment of the Call Price. Upon surrender of the certificate for any units of Class B Membership Interests so called for redemption (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such units shall be redeemed by the Company on the Call Date.

           5.13  Redemption of Class B Membership Interests Upon Request of Holders. The Company shall redeem all, but not less than all, of the units of Class B Membership Interests at any time on or after July 1, 2007, or from time to time for cash or other immediately available funds, at a price per unit (the "Put Price") equal to the Member Redemption Price, to the extent that the Company shall have funds legally available for such payment, upon written request for such redemption having been made by any holder thereof on or after July 1, 2007. Such written request must be given by such holder to the Company not less than thirty (30) days nor more than sixty (60) days prior to the date specified in the notice for redemption (the "Put Date"). Each such request shall state the Put Date and the total number of units of Class B Membership Interests to be redeemed. Upon receipt of such written request, the Company shall notify said holder, not more than fifteen (15) days thereafter, of the Put Price and the place or places where certificates for such units of Class B Membership Interests are to be surrendered for payment of the Member Redemption Price. Upon surrender of the certificate for any units of Class B Membership Interests so requested for redemption (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such units shall be redeemed by the Company on the Put Date. From and after the Put Date, unless default shall be made by the Company in providing funds sufficient for such redemption, such units of Class B Membership Interests will no longer be deemed to be outstanding and all rights in respect of such units of Class B Membership Interests shall cease, except the right to receive the Put Price.

           5.14  Member Redemption Price.

                (a)  The Member Redemption Price shall be equal to (i) the lesser of (A) 17% of the Net Worth (hereafter defined) of the Company, determined from the balance sheet of the Company (the "Redemption Balance Sheet") as of the last day of the calendar month immediately preceding the month in which the notice of redemption is sent or received by the Company (the "Balance Sheet Date"), and (B) one million five hundred thousand dollars ($1,500,000), divided by (ii) the total number of units of Class B Membership Interests of the Company outstanding on the Balance Sheet Date, provided, however, that in no event shall the Member Redemption Price be greater than seven thousand three hundred seventeen dollars and seven cents ($7,317.07) nor less than one dollar ($1.00).

                (b)  The term "Net Worth" shall mean the sum of all items included in determining total assets as shown on the asset side of the Redemption Balance Sheet, less the sum of all items included in determining total liabilities as shown on the liability side of the Redemption Balance Sheet, except that no current or deferred tax asset or liability shall be included in the computation of Net Worth. The method of accounting for the Company shall utilize the same practices, procedures, and conventions used by AEI with respect to all consolidated subsidiaries thereof, except that in determining the liability for workers' compensation or black lung costs and related expenses, a discount rate of seven and one-quarter percent (7.25%) shall be used. Such practices, procedures, and conventions shall include, but not be limited to, determining the liabilities of the Company attributable to the Company's assumption of, or indemnification for, certain workers' compensation or black lung costs and related expenses of AEI by adjusting the accrual on the balance sheet from time to time to reflect, among other things, any changes in estimates of accrued liability that the Company, in accordance with normal practices, procedures, and conventions used by AEI with respect to all consolidated subsidiaries thereof, determines to be appropriate.

                (c)  Prior to the Put Date or Call Date, as applicable, any holder of Class B Membership Interests whose units are being redeemed shall have reasonable access at reasonable times to the books and records of the Company which support the Redemption Balance Sheet. If prior to the Put Date or Call Date, as applicable, holders of a majority of all then outstanding Class B Membership Interests send to the Company written objection to the value of the assets or liabilities set forth in the Redemption Balance Sheet, then (i) the Net Worth will be determined by an arbitrator either agreed to in writing by the holders of a majority of all then outstanding Class B Membership Interests and the Company, or, in the absence of such agreement, selected by lot from among the five largest nationally recognized accounting firms at that time (excluding, however, any firm which is then the regular outside accounting firm of the Company or any holder of a majority of all then outstanding Class B Membership Interests), and (ii) the Put Date or Call Date, as applicable, shall be delayed until the tenth (10th) business day after the arbitrator sends its determination of Net Worth to the Company and each holder of Class B Membership Interests. The arbitrator's determination of Net Worth shall be binding on the Company and the holders of the Class B Membership Interests. The holders of the Class B Membership Interests shall pay the cost of such arbitrator, except that, in the event the arbitrator's determination of Net Worth exceeds by more than twenty percent (20%) the Company's determination of Net Worth, the Company shall pay the cost of such arbitrator.

          5.15   Assignees/Transferees Bound by this Agreement. Any assignee or transferee of a Membership Interest shall be subject to and bound by all provisions of this Agreement as if originally a party to this Agreement.

ARTICLE 6
PRINCIPAL OFFICE

           The principal office and place of business of the Company shall be located at 1209 Orange Street, Wilmington, Delaware. The Company may have such other or additional offices as the Board of Directors deems advisable.

ARTICLE 7
TERM

           The term of the Company began on the date the Company's Articles of Organization were filed with the Georgia Secretary of State, and shall continue until dissolution in accordance with the terms of this Agreement.

ARTICLE 8
CAPITAL CONTRIBUTIONS

           8.1  Interest On Capital. No Member shall be paid interest on any Capital Contribution.

          8.2  Withdrawal and Return of Capital. Except as expressly provided in this Agreement, no Member shall be entitled to withdraw any part of such Member's Capital Contributions or to receive any distribution from the Company.

ARTICLE 9
BOOKS OF ACCOUNT, RECORDS AND REPORTS

           9.1  Responsibility for Books of Account and Records. Proper and complete books of account and records shall be kept by the Company 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. The Company's books of account and records shall be prepared in accordance with generally accepted accounting principles, consistently applied, except that the books of account and records shall be kept on the cash basis, except in circumstances in which the Board of Directors determines that another basis of accounting will be in the best interests of the Company.

          9.2   Reports. The Board of Directors 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 10
FISCAL YEAR

           The fiscal year of the Company shall end on December 31 of each year.

ARTICLE 11
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 Board of Directors. All withdrawals from any such bank account(s) shall be made by the Board of Directors. 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 12
MANAGEMENT OF THE COMPANY

           12.1  Board of Directors.

                (a)  The business and affairs of the Company shall be managed by its Board of Directors. The Board of Directors shall constitute the "manager" of the Company as contemplated under the Act. Except for situations in which the approval of the Members is expressly required in this Agreement or by nonwaivable provisions of the Act, all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors.

                (b)  The Board of Directors shall consist of three (3) directors, and such directors shall be divided into two classes. One class shall consist of two (2) directors (the "Class A Directors"), and only holders of Class A Membership Interests shall be entitled to vote for the election or removal of Class A Directors. The second class of directors shall consist of one (1) director (the "Class B Director"), and only holders of Class B Membership Interests shall be entitled to vote for the election or removal of the Class B Director. The directors need not be holders of Membership Interests. In the event only one class of Membership Interests is outstanding at any time, the holders of such class shall be entitled to elect all three (3) directors. A decrease in the number of directors shall not shorten an incumbent director's term. The term of a director elected to fill a vacancy shall expire at the next Members' meeting at which directors are elected. Despite the expiration of a director's term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

                (c)  A director may resign at any time by delivering written notice to the Board of Directors, its chair, or to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director shall be deemed to have resigned effective upon the death, adjudicated incompetency or Disability of such director.

                (d)  Any vacancies on the Board of Directors among the Class A Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the remaining Class A Directors then in office, or if there shall be no Class A Directors remaining, by vote of the holders of Class A Membership Interests at the next annual or special Members meeting. Any vacancy on the Board of Directors of the Class B Director resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by vote of the holders of Class B Membership Interests at the next annual or special Members meeting.

                (e)  Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be called by the President/Chief Executive Officer or any director. Notice of the time and place of each special meeting of the directors shall be either (a) telephoned or personally delivered to each director at least 48 hours before the time of the meeting, or (b) mailed to each director at his last known address at least 96 hours before the time of the meeting. In each case the person calling a meeting shall be responsible for providing notice. Notice may be waived by a director in writing. A director's attendance at or participation in a meeting shall waive any required notice to him of the meeting. No action may be taken at a meeting of the Board of Directors where proper notice has not been given or waived. Actions of the Board of Directors may be taken in lieu of a meeting by unanimous written action.

                (f)  The Board of Directors may hold regular or special meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

                (g)  A quorum of the Board of Directors shall consist of a majority of the directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, which shall be a prerequisite to the taking of any action by the Board, then the affirmative vote of a majority of directors present shall be the act of the Board of Directors. A director who is present at a meeting of the Board of Directors when action is taken shall be deemed to have assented to the action taken unless (i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting, (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.

                (h)  In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized, to the extent such authorization is not prohibited by the Act:

                     (i)  Upon unanimous agreement of the Members, to make, alter, amend and rescind this Agreement.

                     (ii)  To set apart out of any of the available funds of the Company such reserves for proper purposes as the Board of Directors may deem expedient and to abolish any such reserves.

                     (iii)  To determine the use and distribution of any surplus and net profits.

                     (iv)  To authorize and cause to be executed and delivered, without limit as to amount, mortgages and instruments of pledge of, and other instruments creating liens upon, the real and personal property of the Company.

                     (v)  From time to time, to determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Company shall be open to the inspection of the Members, and no such Member shall have the right to inspect any account or book or document of the Company, except as conferred by statute or authorized by the directors or by a resolution of the Members.

                     (vi)  When and as authorized by the affirmative vote of the holders of a majority of the Membership Interests issued and outstanding having voting powers given at a Members meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting Membership Interests issued and outstanding, the Board of Directors shall have power and authority to (A) sell, lease or exchange all of the property and assets of the Company, including its goodwill, or (B) cause the Company to enter into any merger or consolidation, in each case, upon such terms and conditions and for such considerations, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or other entity, as the Board of Directors shall deem expedient and for the best interests of the Company.

                     (vii)   To authorize and direct the payment of distributions by the Company in respect of units of the issued and outstanding Class A Membership Interests and Class B Membership Interests at such times, in such amounts and forms, from such sources and upon such terms and conditions as it may, in its sole and absolute discretion, from time to time determine, subject only to the restrictions, limitations, conditions and requirements imposed by the Act, this Agreement or the Articles of Organization of the Company. Except with respect to distributions payable to holders of Class B Membership Interests in the event of a liquidation, dissolution or winding up of the affairs of the Company pursuant to this Agreement, no holder of Class B membership Interests shall have the right to bring suit against the Company, the Board of Directors or any individual director seeking the payment of a dividend or the making of other distributions by the Company, any such right being waived by each holder of Class B Membership Interests.

                     (viii)  The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the Board of Directors. The provisions of this paragraph 12.1, which govern meetings, quorum and voting requirements of the Board of Directors, shall apply to committees and their members as well. To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors under this paragraph 12.1.

           (i)  (i)  A director shall discharge his duties as a director, including his duties as a member of a committee:

                                (A)  In good faith;

                                (B)  On an informed basis; and

                                (C)  In a manner he honestly believes to be in the best interests of the Company.

                     (ii)  A director shall be considered to discharge his duties on an informed basis if he makes, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, inquiry into the business and affairs of the Company, or into a particular action to be taken or decision to be made.

                     (iii)  In discharging his duties a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

                                (A)  One or more officers or employees of the Company whom the director honestly believes to be reliable and competent in the matters presented;

                                (B)  Legal counsel, public accountants, or other persons as to matters the director honestly believes are within the person's professional or expert competence; or

                                (C)  A committee of the Board of Directors of which he is not a member, if the director honestly believes the committee merits confidence.

                     (iv)  A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by paragraph 12.1(i)(iii) unwarranted.

                     (v)  In addition to the limitations on liability set forth in paragraph 12.6, any action taken as a director, or any failure to take any action as a director, shall not be the basis for monetary damages or injunctive relief unless:

                                (A)  The director has breached or failed to perform the duties of the director's office in compliance with this paragraph 12.1; and

                                (B)  In the case of an action for monetary damages, the breach or failure to perform constitutes willful misconduct or wanton or reckless disregard for the best interests of the Company and its Members.

                     (vi)  A person bringing an action for monetary damages under this paragraph shall have the burden of proving by clear and convincing evidence the provisions of paragraph 12.1(i)(v)(A), and the burden of proving that the breach or failure to perform was the legal cause of damages suffered by the Company.

                (j)     (i)  A conflict of interest transaction shall be a transaction with the Company in which a director of the Company has a direct or indirect interest (as defined below). A conflict of interest transaction shall not be voidable by the Company solely because of the director's interest in the transaction if any one of the following is true:

                                (A)  The material facts of the transaction and the director's interest were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved or ratified the transaction;

                                (B)  The material facts of the transaction and the director's interest were disclosed or known to the Members, and he authorized, approved or ratified the transaction; or

                                (C)  The transaction was fair to the Company.

                     (ii)  For purposes of this paragraph 12.1, a director of the Company shall have an indirect interest in a transaction if:

                                 (A)  Another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction; or

                                (B)  Another entity of which he is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Board of Directors of the Company.

                (iii)  For purposes of paragraph 12.1(j)(i)(A), a conflict of interest transaction shall be considered authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the Board of Directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction shall not be authorized, approved or ratified under this paragraph 12.1 by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum shall be present for the purpose of taking action under this paragraph 12.1. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction shall not affect the validity of any action taken under paragraph 12.1(j)(i)(A) if the transaction is otherwise authorized approved, or ratified as provided in paragraph 12.1(j)(i)(A).

                (k)  The following persons shall serve on the initial Board of Directors:

Robert Addington
Stephen Addington
Stonie Barker

           12.2  Officers.

                (a)  The Company shall have a President/Chief Executive Officer, a Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom shall be appointed by the Board of Directors, and who shall serve at the pleasure of the Board of Directors. The Company may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

                     (i)  The President/Chief Executive Officer shall have:

                                (A)  General charge and authority over the business of the Company, subject to the direction of the Board of Directors;

                                (B)  Authority to preside at all meetings of the Board of Directors;

                                (C)  Authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and

                                (D)  Such other powers and duties as the Board of Directors may assign to him.

                     (ii)  The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President/Chief Executive Officer in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President/Chief Executive Officer may assign to them.

                     (iii)  The Secretary shall:

                                (A)  Issue notices of all meetings for which notice is required to be given;

                                (B)  Have responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the Company;

                                (C)  Have charge of the Company's record books; and

                                (D)  Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign to him.

                     (iv)  The Treasurer shall:

                                (A)   Keep adequate and correct accounts of the Company's affairs and transactions, and

                                (B)  Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

                     (v)  Other officers and agents of the Company shall have such authority and perform such duties in the management of the Company as the Board of Directors or the President/Chief Executive Officer may assign to them.

                     (vi)  The initial officers of the Company shall be as follows:

Stephen Addington
Michael Nemser
Julie Hudson
Vic Grubb
Bernie Mason
C. K. Lane President/Chief Executive Officer
Chief Financial Officer
Secretary
Treasurer
Vice President/Technical Services and Business Development
Vice President of Administration

           12.3  Members. No Member shall have the power or authority to bind the Company unless the Member has been authorized in writing by the Board of Directors to act as an agent of the Company. Meetings of the Members shall be held at least annually and may be called by any Member upon at least three business days prior written notice to the other Members. Notice may also be communicated in person by telephone. Actions by the Members shall be taken by the affirmative vote of Members holding a majority of the Membership Interest, unless otherwise provided in this Agreement. The vote requirement in the preceding sentence shall supersede any unanimous vote requirement set forth in Georgia Code ss.ss. 14-11-308(b). The notice shall provide 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.

           12.4  Time to be Devoted to Business. The Board of Directors shall devote such time to the Company's business as the Board of Directors, in their 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.

           12.5  Other Activities and Competition. No Director shall be required to manage the Company as his 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.

           12.6  Liability. No Director shall 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 Board of Directors by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted gross negligence.

           12.7  Indemnification.

                (a)  Personal Liability. A director of the Company shall not be personally liable to the Company or its interest holders for monetary damages for breach of fiduciary duty as a director 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 Company, and with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful, except for liability (i) for any breach of the director's duty of loyalty to the Company or its interest holders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of laws, (iii) under Sections 14-11-305 and 14-11-307 of the Act, or (iv) for any transaction from which the director derived an improper personal benefit.

                (b)  Extent of Indemnification. Each director or officer of the Company who was or is made a party or is threatened to be made a party or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, (but, in the case of any amendment to the Act after the filing date of these Articles of Organization, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as otherwise provided in this Agreement, the Company shall indemnify any such director or officer seeking indemnification in connection with a Proceeding (or part thereof) initiated by such director or officer only if such Proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this paragraph 12.7(b) shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, if the Act requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this paragraph 12.7(b) or otherwise. The Company may, by action of the Board of Directors, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of directors and officers.

                (c)  Payment. If a claim under paragraph 12.7(b) is not paid in full by the Company within 30 days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board of Directors, the Company's independent legal counsel, or its interest holders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Board of Directors, the Company's independent legal counsel, or its interest holders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

                (d)  Exclusivity of Remedy. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article 12 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of these Articles of Organization or the Operating Agreement, agreement, vote of interest holders or disinterested directors or otherwise.

                (e)  Insurance. The Company shall maintain insurance, at its expense, to protect itself and any director or officer of the Company against any expense, liability or loss referenced by this Article 12, whether or not the Company would have the power to indemnify its officers or directors against such expense, liability or loss under the Act.

ARTICLE 13
DISSOLUTION OF THE COMPANY

           Subject to liquidation and termination of the Company pursuant to Article 14, the Company shall be dissolved upon the unanimous written consent of the Members authorizing such dissolution.

           No event of dissociation of a Member under the Act or event of dissolution under the Act shall cause a dissolution of the Company.

ARTICLE 14
WINDING UP; LIQUIDATING DISTRIBUTIONS; TERMINATION

           14.1  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 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 Members.

                (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 Members, or, if no appraiser can be agreed upon by the Members, then selected by the Company's regularly employed accounting firm.

           14.2  Liquidating Distributions. Subject to the right of the Members 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 for any unpaid distributions; and

                (c)  The Members in accordance with their Membership Interest.

           14.3  Rights of the Members. Each Member shall look solely to the Company's assets for all distributions with respect to the Company, his Capital Contribution (including the return thereof), and share of profits, and shall have no recourse therefor (upon dissolution or otherwise) against any other Member.

           14.4  Termination. Upon complete liquidation of the Company and distribution of all Company funds, the Company shall terminate.

ARTICLE 15
SPECIAL POWER OF ATTORNEY

           15.1  Granting of Power of Attorney. Concurrently with the execution of written acceptance and adoption of the provisions of this Agreement, each Member grants to the Board of Directors a special power of attorney constituting and appointing the Board of Directors as the attorney-in-fact for such Member, with power and authority to act in his name and on his behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing of documents, which shall include, by way of illustration but not of limitation, the following:

                (a)  This Agreement, any separate articles or certificates of limited liability company, as well as any amendments to the foregoing which, under the laws of the State of Georgia or the laws of any other state, are required to be filed or which the Board of Directors deems to be advisable to file;

                (b)  Any other instrument or document which may be required to be filed by the Company under the laws of any state or by any governmental agency, or which the Board of Directors deems advisable to file; and

                (c)  Any instrument or document which may be required to effect the continuation of the Company, the admission of an additional or substituted Member, or the dissolution and termination of the Company (provided such continuation, admission or dissolution and termination are in accordance with the terms of this Agreement), or to reflect any reductions in amount of contributions of the Members.

           15.2  Nature of Power of Attorney. The special power of attorney to be concurrently granted by each Member:

                (a)  Is a special power of attorney coupled with an interest, is irrevocable, shall survive the death or dissolution of the granting Member, and is limited to those matters herein set forth;

                (b)  May be exercised by the Board of Directors acting alone for each Member by a resolution of the Board of Directors or by listing all of the Members executing any instrument with a resolution of the Board of Directors acting as an attorney-in-fact for all of them; and

                (c)  Shall survive an assignment by a Member of all or any portion of such Member's Interest except that, where the assignee of an Interest owned by a Member has been approved by the Members for admission to the Company as a substituted Member, the special power of attorney shall survive such assignment for the sole purpose of enabling the Board of Directors to execute, acknowledge and file any instrument or document necessary to effect such substitution.

ARTICLE 16
MISCELLANEOUS

          16.1   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 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 may specify a different address by notifying the other Members and the Company in writing of the different address.

           16.2  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 State of Georgia, without regard to its conflicts of law principles.

          16.3   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 this Agreement, and their legal representatives, heirs, administrators, executors, successors and permitted assigns. Except as otherwise specifically provided in this Agreement, no Member may assign his rights and obligations under this Agreement without the unanimous consent of the Members.

           16.4  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.

           16.5  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 into this Agreement by this reference and expressly made a part of this Agreement.

           16.6  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.

           16.7  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.

           16.8  Enforcement. In the event of a breach or threatened breach by a Member 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 under this Agreement or otherwise. Each Member and 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 to enforce the terms and provisions of this Agreement if the Company is successful in whole or in part in such proceeding.

           16.9  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.

           16.10  No Waiver. No waiver by any party to this Agreement 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 of this Agreement at the same or any prior or subsequent time.

           16.11  Amendments. Any amendments to this Agreement or the Articles of Organization must be in writing and must be unanimously approved by the Members.

           16.12  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.

           16.13  Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which will constitute one and the same instrument.

           16.14  Partition. The Members agree that the Company's assets are not and will not be suitable for partition. Accordingly, each of the Members irrevocably waives any and all right such Member may have to maintain any action for partition of any of the Company's assets. No Member shall have any right to any specific assets of the Company upon the liquidation of, or any distribution from, the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

           IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

AEI RESOURCES, INC.

By:          /s/ Stephen Addington

Name:     Stephen Addington

Title:      President

OLD BEN COAL COMPANY

By:          /s/ Ron Mills

Name:     Ron Mills

Title:      Secretary/Treasurer

KANAWHA CORPORATION

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

KINDILL MINING, INC.

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

BEECH COAL COMPANY

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

DUNN COAL & DOCK COMPANY

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

MOUNTAIN COALS CORPORATION

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

MOUNTAINEER COAL DEVELOPMENT COMPANY

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

MIDWEST COAL COMPANY

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

CANNELTON INDUSTRIES, INC.

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

CANNELTON, INC.

By:          /s/ Ron Mills

Name:     /s/ Ron Mills

Title:      Secretary/Treasurer

ANNEX A TO AMENDED AND RESTATED OPERATING AGREEMENT

Effective as of July 9, 1999

                                                            Units of
        Member Names and Addresses                          Participation
        --------------------------                          -------------

        AEI Resources, Inc.                                 1000.0 Class A
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Old Ben Coal Company                                 116.9 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Kanawha Corporation                                    4.0 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Kindill Mining, Inc.                                   6.9 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Beech Coal Company                                     0.8 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Dunn Coal & Dock Company                               5.6 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Mountain Coals Corporation                            20.2 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Mountaineer Coal Development Company                  35.2 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Midwest Coal Company                                   1.6 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Cannelton Industries, Inc.                            12.0 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

        Cannelton, Inc.                                        2.0 Class B
        Addington Corporate Center
        2000 Ashland Drive
        Ashland, Kentucky 41101

EX-3

Exhibit 3.22(a)

CERTIFICATE OF INCORPORATION

OF

ENERZ CORPORATION

ARTICLE ONE

          The name of the corporation is EnerZ Corporation (hereinafter called the "Corporation").

ARTICLE TWO

          The address of the Corporations registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Prentice Hall Corporation System, Inc.

ARTICLE THREE

          The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

          The total number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock par value $.01 per share.

ARTICLE FIVE

          The name and mailing address of the incorporator is as follows;

Name

Address

Eileen C. McNamara c/o Kirkland & Ellis
153 East 53rd Street
39th Floor
New York, NY 10022

ARTICLE SIX

          The directors shall have the power to adopt, amend or repeal By-Laws, except as may otherwise be provided in the By-Laws.

ARTICLE SEVEN

          The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

          The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

          The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

          I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto, set my band this 18th day of September, 1996.

/s/ Eileen C. McNamara
Eileen C. McNamara
Sole Incorporator

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

          EnerZ Corporation a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is Prentice Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

          The Board of Directors of EnerZ Corporation adopted the following resolution on the 21st day of May, 1999.

           Resolved that the registered office of EnerZ Corporation in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Caslte, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation and at the address of its registered office.

          IN WITNESS WHEREOF, EnerZ Corporation has caused this statement to be signed by Kevin Crutchfield, its President, this 21st day of May, 1999.

/s/ Kevin Crutchfield               
Kevin Crutchfield, President

EX-3

Exhibit 3.22(b)

AMENDED AND RESTATED BYLAWS

OF

ENERZ CORPORATION

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (I) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (I) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation’s affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.23(a)

ARTICLES OF INCORPORATION
OF
BIG BEAVER 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 Big Beaver Coal Company.

           II.  The address of the principal office of said corporation will be located at Post Office 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 Post Office Box 786, in the City of Webster Springs, in the County of Webster, State of West Virginia 26288.

           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 property, 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 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. 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 Five Thousand Dollars ($5,000), which shall be divided into One Thousand (1,000) shares of the par value of One Dollar ($1.00) each.

           VII.  The full name and address of the incorporator is:

NAME

Gary W. Callahan ADDRESS

Glade Springs
One Pavilion 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 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 shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

Name

E. Morgan Massey Address

Post Office Box 26765
Richmond, Virginia 23261

 
Wm. Blair Massey
Post Office Box 26765
Richmond, Virginia 23261

R Freal Mize  
Glade Springs
One Pavilion Drive
Daniels, West Virginia 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 15th day of July, 1982.

/s/ Gary W. Callahan
Gary W. Callahan

Articles of Incorporation prepared by:

Gary W. Callahan
Glade Springs
One Pavilion Drive
Daniels, West Virginia 25832

STATE OF WEST VIRGINIA
COUNTY OF Raleigh, to-wit;

           I, illegible, a Notary Public in and for the County and State aforesaid, hereby certify that Gary W. Callahan whose name is signed to the foregoing Articles of Incorporation, bearing the date 15 day of July, 1982, this day personally appeared before me in my said County and acknowledged his signature to be the same.

           Give under my hand and official seal this the 15 day of July, 1982.

           My commission expires: May 4, 1992

/s/ illegible
Notary Public

WEST VIRGINIA
ARTICLES Of INCORPORATION
PROFIT AMENDMENT
Big Beaver Coal Co.

           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: Evergreen Mining Company

           SECOND: The following Amendment(s) to the Articles of Incorporation was adopted by the shareholders (Note 1) of the corporation on September 19, 1990, in the manner prescribed by Section 107 and 147, Article 1, Chapter 31.

                FIRST: The name of the Corporation is Evergreen Mining Company.

           THIRD: The number of shares of the corporation outstanding at the time of such adoption was 1,000 and the number of shares entitled to vote was 1,000.

           FOURTH: The designation and number of outstanding shares of each class entitled to vote, as a class, were as follows:

           Class                  Number of Shares
           -----                  ----------------

           Voting Common               1000

           FIFTH: The number of shares voted for such amendment(s) was 1,000 and the number of shares voted against such amendment(s) was 0.

           SIXTH: The number of shares of each class entitled to vote as a class voted for and against such amendment(s) were:

                                       Number of Shares Voted
                                       -----------------------

          Class                        For                Against
          -------------                ---                -------

          Voting Common                1,000                  0

           SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment(s) shall be effected, is as follows: N/A

           EIGHTH: The amount of the authorized capital stock of this Corporation shall be increased/decreased from N/A shares at the par value of N/A to ___ shares at the par value of __. The total authorized capital stock shall hereafter be ____.

Big Beaver Coal Co.

By: /s/ N.J. Isto
Its President

and /s/ S.J. Paul
Its Secretary

State of Texas
County of Harris

           I, Jenny Lynn Peloquen a Notary Public, do hereby certify that on this 12th day of September, 1990, personally appeared before me N.J. Isto / S.J. Paul, who being by me first duly sworn declared that his is the President / Secretary Big Beaver Coal Co. that he signed the foregoing document as President / Secretary of the corporation, and that the statements therein contained are true.

/s/ Jenny Lynn Peloquen
Notary Public

My Commission Expires: April 14, 1993

Notes 1. Change to "board of directors" if no shares have been issued.

Articles of Amendment prepared by.
Name           S. J. Paul
Address       P.O. Box 2463
                     Houston, TX 77252-2463

WEST VIRGINIA
ARTICLES Of INCORPORATION
PROFIT AMENDMENT

           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: Evergreen Mining Company

           SECOND: The following Amendment(s) to the Articles of Incorporation was adopted by the shareholders (Note 1) of the corporation on August 1, 1991, in the manner prescribed by Section 107 and 147, Article 1, Chapter 31.

RESOLVED, That Article II of the Articles of Incorporation is hereby amended so that said article will, as amended, read as follows:

"The principal office of said corporation will be located at Suite 1200, KB&T Center, Virginia Street East, Charleston, West Virginia, 25301.

"The address of the principal place of business of said corporation will be located at Drawer 942, Cowen, West Virginia, 26206."

           THIRD: The number of shares of the corporation outstanding at the time of such adoption was 1,000 and the number of shares entitled to vote was 1,000.

           FOURTH: The designation and number of outstanding shares of each class entitled to vote, as a class, were as follows:

                Class                  Number of Shares
                --------               -----------------

                Common                      1000

           FIFTH: The number of shares voted for such amendment(s) was 1,000 and the number of shares voted against such amendment(s) was 0.

           SIXTH: The number of shares of each class entitled to vote as a class voted for and against such amendment(s) were:

                               Number of Shares Voted
                               -----------------------
     Class                    For                Against
     -----------              ------             --------

     Common                   1,000                  0

           SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment(s) shall be effected, is as follows: N/A

           EIGHTH: The amount of the authorized capital stock of this Corporation shall be increased/decreased from ____ shares at the par value of _____ to no change shares at the par value of __. The total authorized capital stock shall hereafter be ____.

           Dated October 21, 1991

Evergreen Mining Company

By: /s/ N.J. Isto
Its Chief Executive Officer

and /s/ S.J. Paul
Its Secretary

State of Texas
County of Harris

           I, Jenny Lynn Peloquen a Notary Public, do hereby certify that on this 21st day of October, 1991, personally appeared before me N.J. Isto / S.J. Paul, who being by me first duly sworn declared that they are the President / Secretary Evergreen Mining Company. that they signed the foregoing document as President / Secretary of the corporation, and that the statements therein contained are true.

/s/ Jenny Lynn Peloquen
Notary Public

My Commission Expires: April 14, 1993

Notes 1. Change to "board of directors" if no shares have been issued.

Articles of Amendment prepared by.
Name           S. J. Paul
Address       P.O. Box 2463
                    Houston, TX 77252-2463

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
EVERGREEN MINING COMPANY

Adopted in accordance with the provisions
of Section 31-1-109 of the West Virginia Corporation Act

           The undersigned officers of Evergreen Mining Company, a corporation existing under the laws of the State of West Virginia, do hereby certify as follows:

           FIRST: The name of the corporation is, Evergreen Mining Company (the "Corporation").

           SECOND: The following amendment to Article III. of the Articles of Incorporation of the Corporation (the "Articles of Incorporation") was adopted by the board of directors and sole stockholder of the Corporation in accordance with section 31-1-73 of the West Virginia Corporation Act, by unanimous written consent.

"III. 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 West Virginia Corporation Act."

           THIRD: The number of shares of the Corporation outstanding at the time of such adoption was 1,000 and the number of shares entitled to vote was 1,000.

           FOURTH: The designation and number of outstanding shares of each class entitled to vote, as a class were 1,000 shares of common stock.

           FIFTH: The number of shares voted for such amendment was 1,000 and the number of shares voted against such amendment was 0.

           SIXTH: The number of shares of each class entitled to vote as a class voted for such amendment was 1,000 shares of voting common stock and against such amendment was 0.

           IN WITNESS WHEREOF, the undersigned being the President and Secretary, have hereunto signed these Articles of Amendment to the Articles of Incorporation as of this 10th day of November, 1992.

Evergreen Mining Company

By: /s/ Brian L. Johnson
Title: President

Attest:

By: /s/ S.J. Paul
Title: Secretary

STATE OF
COUNTY OF

           I, Cheryl Dean Morton, a Notary Public do hereby certify that on this 10th day of November, 1992 personally appeared before me, S.J. Paul and Brian L. Johnson, who being by me first duly sworn, declared that they are the Secretary and President , respectively of Evergreen Mining Company and that they signed the foregoing document as Secretary and President, respectively of the Corporation, and that the statements therein contained are true.

/s/ Cheryl Dean Morton
Notary Public
My Commission Expires:

Articles of Amendment
prepared by:
Laura Chiofalo Smith
c/o Kirkland & Ellis
55 East 52nd Street
16 Floor
New York, NY 10055

EX-3

Exhibit 3.23(b)

AMENDED AND RESTATED BYLAWS

OF

EVERGREEN MINING COMPANY

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2   Meetings of the Board of Directors may be called by the President or by any director. 2.3 Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

           (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

           (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

           (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

           (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

CERTIFICATES AND TRANSFER

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation. Prepared by BROWN, TODD & HEYBURN PLLC 2700 Lexington Financial Center Lexington, Kentucky 40507

EX-3

Exhibit 3.24(a)

CERTIFICATE OF INCORPORATION

OF

FAIRVIEW LAND COMPANY

ARTICLE FIRST

          The name of the corporation is Fairview Land Company.

ARTICLE SECOND

          The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THIRD

          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 the State of Delaware, as amended.

ARTICLE FOURTH

          The total number of shares of stock which the corporation has authority to issue is one thousand (1,000) shares of Common Stock, with a par value of one cent ($.01) per share.

ARTICLE FIFTH

          The name and mailing address of the sole incorporator are as follows:

NAME

Linda Perkins Felde MAILING ADDRESS

200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601

ARTICLE SIXTH

          The corporation is to have perpetual existence.

ARTICLE SEVENTH

          In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by?laws of the corporation.

ARTICLE EIGHTH

          Meetings of stockholders May be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept 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. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINTH

          To the fullest extent permitted by the General corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINTH shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TENTH

          The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVENTH

          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 herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

          I, THE UNDERSIGNED, being the sole incorporator 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 my act and deed and the f acts stated herein are true, and accordingly have hereunto set my hand on the 9th day of August, 1990.

/s/ Linda Perkins Felde
Linda Perkins Felde

EX-3

Exhibit 3.24(b)

AMENDED AND RESTATED BYLAWS

OF

FAIRVIEW LAND COMPANY

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (I) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (I) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.25(a)

ARTICLES OF INCORPORATION

OF

FLANARY BRANCH COAL CO., INC.

           KNOW ALL MEN BY THESE PRESENTS:

           That the undersigned, James Sullivan and Darius Sullivan, do hereby seek to form a Corporation under the laws of the State of Kentucky and do hereby adopt the following Articles of Incorporation.

ARTICLE I

           The Corporation hereby proposed to be organized shall be Flanary Branch Coal Co., Inc.

ARTICLE II

           The nature of the business to be transacted, promoted and carried on by this Corporation shall be the mining of coal, together with the buying, selling, storing, and dealing in the same and the buying, selling, holding and dealing in equipment for the purpose of coal mining, grading, cleaning, preparation and otherwise treating, handling, and marketing coal together with any and all acts, undertakings and enterprises which are, or may appear to be, feasible; to promote or enhance the mining, selling, treating and dealing in coal and the further right and power to acquire, hold, transfer and deal in mineral leases and any and all other land and real property which may be handled to the advantages of the Corporation in its operation. In additional to the purposes heretofore stated this Corporation shall be authorized to perform any and all acts lawful in the State of Kentucky whether related to the mining of coal or not.

ARTICLE III

           The duration of this Corporation shall be perpetual.

ARTICLE IV

           The registered office of the Corporation in this State shall be kept and maintained at Route 460, P.O. Box 171, Belcher, Kentucky. The name of the resident agent of said Corporation shall be James Sullivan, whose address is Route 460, P.O. Box 171, Belcher, Kentucky.

ARTICLE V

           The total authorized stock of said Corporation shall be One Thousand (1,000) shares at no par value.

           Each outstanding share shall have one vote. All the authorized stock shall be common stock and all shares shall carry equal powers and rights and there shall be no preference of any shares over other shares in the management or control of the Corporation.

ARTICLE VI

           The Corporation shall begin business when at least $1,000.00 of capital is duly subscribed and paid in.

ARTICLE VII

           The following are the names and addresses of the Incorporators and statement of the number of shares subscribed by them:

NAME ADDRESS NO. OF SHARES

James Sullivan Route 460, P.O. Box 171
Belcher, Kentucky 200

Darius Sullivan Route 460, P.O. Box 171
Belcher, Kentucky 200

           The initial Board of Directors of this Corporation will be as follows:

James Sullivan
Darius Sullivan
Elva J. Sullivan
Dorthea Sullivan Route 460, P.O. Box 171, Belcher, Kentucky
Route 460, P.O. Box 171, Belcher, Kentucky
Route 460, P.O. Box 171, Belcher, Kentucky
Lick Creek, Kentucky

ARTICLE VIII

           The first meeting of stockholders shall elect a Board of Three Directors.

ARTICLE IX

           The Board of Directors shall elect a President, a Vice-President, a Secretary and a Treasurer.

           The Board may by appropriate bylaws establish different offices and prescribe the duties and powers thereof; the Board may further prescribe that more than one office may be held by the same person.

           IN TESTIMONY WHEREOF, witness the signatures of JAMES SULLIVAN and DARIUS SULLIVAN, in triplicate, this the 2nd day of December, 1982.

/s/ James Sullivan
James Sullivan

/s/ Darius Sullivan
Darius Sullivan

STATE OF KENTUCKY
COUNTY OF PIKE

           I, Mary Charlene Sullivan, a Notary Public within and for the State and County aforesaid do hereby certify that the foregoing ARTICLES OF INCORPORATION of Flanary Branch Coal Co., Inc., was this day produced to before me by JAMES SULLIVAN and DARIUS SULLIVAN, and that the same was duly subscribed and acknowledged to before me by them to be their solemn act and deed.

           This the 2nd day of December, 1982.

           My Commission expires: August 10, 1983

/s/ Mary Charlene Sullivan
Notary Public

THIS INSTRUMENT WAS PREPARED BY:
/s/ Lawrence R. Webster
LAWRENCE R. WEBSTER

EX-3

Exhibit 3.25(b)

AMENDED AND RESTATED BYLAWS

OF

FLANARY BRANCH COAL CO., INC.

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.26(a)

CERTIFICATE OF INCORPORATION

OF

BP NORTH AMERICA EXPLORATION INDONESIA INC.

           FIRST. The name of the corporation is BP NORTH AMERICA EXPLORATION INDONESIA INC.

           SECOND. The address of the corporation's 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.

           THIRD. The purpose of the corporation is to engage in any lawful act or activity for which, corporations may be organized under the General Corporation Law of Delaware.

           FOURTH. The total number of shares which the corporation shall have authority to issue is 1,000 shares of Common Stock, and the par value of each of such shares is $1.00.

           FIFTH. The name and mailing address of the incorporator is Vincent J. Farago, 620 Fifth Avenue, New York, New York 10020

           SIXTH. The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.

           SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

           IN WITNESS WHEREOF, I have signed this certificate of incorporation this 3rd day of May, 1982.

/s/ Vincent J. Farago
Vincent J. Farago

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

           BP North America Exploration Indonesia Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

           FIRST: That in lieu of a meeting and in accordance with provisions of Section 228 of the General Corporation Law of the State of Delaware, the stockholder has, by written consent, adopted the following amendment to the Certificate of Incorporation:

"RESOLVED. that the Certificate of Incorporation of the Company be, and the same hereby is, amended by deleting in its entirety Article FIRST thereof and inserting in lieu thereof a new Article FIRST reading as follows:

'FIRST: The name of the corporation is BP Coal America Inc.' and

FURTHER RESOLVED, that the Chairman, any Vice Chairman, the President, or any Vice President and the Secretary or Assistant Secretary of the Company be, and each hereby is, authorized and directed to execute a Certificate of Amendment of Certificate of Incorporation of the Company setting forth the foregoing resolution adopting an amended Article FIRST and to cause such certificate to be filed with the Secretary of State of Delaware and recorded with the Recorder of Deeds of New Castle County."

           SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

           IN WITNESS WHEREOF, BP North America Exploration Indonesia Inc. has caused this Certificate to be signed by G. J. Dunn, its Vice President and attested by P. S. Gibbs, its Assistant Secretary, this 23rd day of March. 1988.

BP North America Exploration Indonesia
           Inc.

/s/ G.J. Dunn
G. J. Dunn, Vice President

ATTEST:

/s/ P. S. Gibbs
P. S. Gibbs, Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

           BP Coal America Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. does hereby certify:

           FIRST: That in lieu of a meeting and in accordance with provisions of Section 228 of the General Corporation Law of the State of Delaware. the stockholder has, by written consent, adopted the following amendment to the Certificate of Incorporation:

"RESOLVED, that the Certificate of Incorporation of the Company be, and the same hereby is, amended by deleting in its entirety Article FIRST thereof and inserting in lieu thereof a new Article FIRST reading as follows:

'FIRST: The name of the corporation is BP Coal (USA) Inc.'; and

FURTHER RESOLVED. that the Chairman, any Vice Chairman. the President, or any Vice President and the Secretary or Assistant Secretary of the Company be. and each hereby is, authorized and directed to execute a Certificate of Amendment of Certificate of Incorporation of the Company setting forth the foregoing resolution adopting an amended Article FIRST and to cause such certificate to be filed with the Secretary of State of Delaware and recorded with the Recorder of Deeds of Now Castle County."

           SECOND: That the foregoing amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

           THIRD: That the effective date of this Certificate of Amendment shall be January 31, 1989 at 8:30 a.m.

           IN WITNESS WHEREOF, BP Coal America Inc. has caused this Certificate to be signed by G. J. Dunn, its Vice President and attested by P. S. Gibbs, its Assistant Secretary, this 20th day of January, 1989.

BP Coal America Inc.

/s/ G.J. Dunn
G. J. Dunn, Vice President

ATTEST:

/s/ P.S. Gibbs
P. S. Gibbs, Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

           BP COAL (USA) INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

           FIRST: That in lieu of a meeting and in accordance with provisions of Section 228 of the General Corporation Law of the State of Delaware, the stockholder has, by written consent adopted the following amendment to the certificate of Incorporation;

"RESOLVED, that the Certificate of Incorporation of the Company be, and the same hereby is, amended by deleting in its entirety Article FIRST thereof and inserting in lieu thereof a new Article FIRST reading as follows:

'FIRST: The name of the corporation in Franklin Coal Sales Company';

FURTHER RESOLVED, that the Chairman, any vice chairman, the President, or any Vice President and the Secretary or Assistant Secretary of the Company be, and each hereby is, authorized and directed to execute a Certificate of Amendment of Certificate of Incorporation of the Company setting forth the foregoing resolution adopting an amended Article FIRST and to cause such certificate to be filed with the Secretary of State of Delaware and recorded with the Recorder of Deeds of New Castle County."

           SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

           IN WITNESS WHEREOF, BP COAL (USA) INC. has caused this Certificate to be signed by C. J. Kaptur, its Vice President and attested by E.J. Moriarty, its Secretary, this 7th day of May, 1990.

BP COAL (USA) INC.

/s/ C.J. Kaptur
C.J. Kaptur, Vice President

ATTEST:

/s/ Edward J. Moriarty
E.J. Mariarty, Secretary

EX-3

Exhibit 3.26(b)

AMENDED AND RESTATED BYLAWS

OF

FRANKLIN COAL SALES COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (I) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (I) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.27(a)

ARTICLES OF INCORPORATION
OF
G.E.C., INC.

          KNOW ALL MEN BY THESE PRESENTS:

           ARTICLE I:  The corporation hereby proposed to be organized shall be named G.E.C., Inc., by which name it shall contract and be contracted with, sue and be sued, adopt a corporate seal, and do all things necessary to conduct its business and purpose herein expressed.

          ARTICLE II:  The purpose and nature of the business which is to be transacted, promoted and carried on by this corporation shall be to transact any and all lawful business for which corporations may be incorporated under Chapter 271A or 271B of the Kentucky Revised Statutes or any subsequent amendment or modification to the Kentucky Revised Statutes.

           ARTICLE III:  The duration of this corporation shall be perpetual unless sooner dissolved.

          ARTICLE IV:  The address of the registered office and principal Office of this corporation is Upper Buffalo Road, General Delivery, Ricetown, Kentucky, 41364. The name and address of its resident process agent is David Gabbard, Upper Buffalo Road, General Delivery, Ricetown, Kentucky, 41364.

          ARTICLE V:  The total number of shares authorized to be issues will be one thousand (1,000) thousand shares. All one thousand (1,000) shares of stock will be no par value and each share of stock shall have one vote per share. There is to be no classification of stock.

           ARTICLE VI:  The name and address of the incorporator and the number of shares of stock subscribed by incorporator is shown as follows:

David Gabbard
Upper Buffalo Creek Road
General Delivery
Ricetown, Kentucky 41364


501 Shares

          ARTICLE VII:  Not less than one director of the corporation is to be elected at the first meeting of the shareholders, to be held as soon as practical after the issuance of the Certificate of Incorporation. The Board of Directors shall have the power and authority to adopt bylaws, subject to the power of the shareholders to change or repeal such bylaws.

          The name and address of the initial director who will constitute the Board of Directors and will serve as such until the first annual meeting of the shareholders or until his successors be elected and qualified as follows:

David Gabbard
Upper Buffalo Creek Road
General Delivery
Ricetown, Kentucky 41364

           ARTICLE VIII:  The personal liability of directors to the corporation or its shareholders is hereby eliminated except as prohibited by Statute.

           ARTICLE IX:  The general officers of this corporation shall be a President, secretary and treasurer, or such other officers as the bylaws may provide.

           ARTICLE X:  The corporation shall begin the transaction of business upon the election of the first Board of Directors by the shareholders and the Certificate of incorporation theretofore issued and duly filed.

          IN WITNESS WHEREOF, I, the incorporator, have hereunto set my hand, this 20th day of September, 1988.

/s/ David Gabbard
David Gabbard

          PREPARED BY:

/s/ Kendall Robinson
Kendall Robinson
Attorney at Law
Box 34
Booneville, Kentucky 41314

STATE OF KENTUCKY

COUNTY OF OWSLEY )
)
)
SCT

          I, illegible Notary Public in and for the State and County aforesaid, hereby certify the foregoing Articles of Incorporation was, on the 20th day of September, 1988, produced to me in said County and State aforesaid and acknowledged and delivered by David Gabbard, incorporator, to be his free and voluntary act and deed.

           Given under my hand, this 20th day of September, 1988.

/s/ illegible
NOTARY PUBLIC - STATE AT LARGE
My Commission expires: illegible

EX-3

Exhibit 3.27(b)

AMENDED AND RESTATED BYLAWS

OF G.E.C., INC.

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.28(a)

CERTIFICATE OF INCORPORATION

OF

GRASSY COVE COAL MINING COMPANY

ARTICLE I
Name

          The name of the Corporation is:

           GRASSY COVE COAL MINING COMPANY

ARTICLE II
Registered Office and Registered Agent

          The registered office of the Corporation in the State of Delaware is to be located in 100 West Tenth Street, City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III
Corporate Purpose

          The purposes of the corporation are:

          (1)   to acquire, hold, explore or dispose of coal properties or other interests in real property;

          (2)   to develop, remove and recover coal and any other mineral from properties;

          (3)   To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description;

          (4)   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;

          (5)   To borrow or raise money 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 evidence 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.

          (6)   To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer, or, otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated;

          (7)   To engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of Delaware.

ARTICLE IV
Capital Stock

          The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock of the par value of $1.00 each.

ARTICLE V
Incorporator

          The name and mailing address of the incorporator of the Corporation is as follows:

     Name

LISA ANNE GASTON Mailing Address

DAVIS POLK & WARDWELL
1 Chase Manhattan Plaza
New York, New York 10005

ARTICLE VI
Initial Director

          The name and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until successors are elected and qualified are as follows:

     Names

J. H. HENDERSON Mailing Addresses

P.O. Box 2159
Dallas, Texas 75221

LEON OLIVER P.O. Box 21S9
Dallas, Texas 75221

J. LAURENT SWINNEN Rue do la Loi, 33
1040 Bruxelles
Belgium

ARTICLE VII
Board of Directors

           SECTION 1. Powers of the Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter, amend or repeal from time to time any of the By?Laws of the Corporation; provided, however, that any By?Laws made by the Board of Directors may be altered, amended or repealed by the holders of Common Stock of the Corporation entitled to vote thereon at any annual meeting or at any special meeting called for that purpose.

           SECTION 2. Election of Directors. The elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

ARTICLE VIII
Amendments to Certificate of Incorporation

          The Certificate of Incorporation of the Corporation may be amended in the manner now or hereafter prescribed by law.

ARTICLE IX
Indemnification

          The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant to such Section.

ARTICLE X
Compromises or Arrangements

          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 Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, 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 such 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, the said compromise or arrangement and the said 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.

          I, THE UNDERSIGNED, being the incorporator 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 my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of February, 1984.

/s/ Lisa Anne Gaston
Lisa Anne Gaston

EX-3

Exhibit 3.28(b)

AMENDED AND RESTATED BYLAWS

OF

GRASSY COVE COAL MINING COMPANY

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation’s affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

          These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.29(a)

ARTICLES OF INCORPORATION
OF
MAXWELL HOLDINGS, INC.

          The undersigned incorporator, Kevin J. Hable, executes 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 Maxwell Holdings, Inc.

Article II

          The number of shares the corporation is authorized to issue is 2,000 shares of common stock, no par value per share.

Article III

          The street address of the corporation’s initial registered office is 2800 Citizens Plaza, Louisville, Kentucky 40202. The name of the corporation’s initial registered agent at that office is Kevin Hable.

Article IV

          The mailing address of the corporation’s principal office is 5440 Medley Road, Owensboro, Kentucky 42301

Article V

          The name and mailing address of the incorporator are Kevin J. Hable, 2800 Citizens Plaza, Louisville, Kentucky 40202.

Article VI

          The business and affairs of the corporation are to be conducted by the Board of Directors, the number to be set in the manner provided in the bylaws.

Article VII

          No director shall be personally liable to the corporation or its shareholders for monetary damages for breach of his duties as a director except to the extent that the applicable law from time to time in effect shall provide that such liability may not be eliminated or limited.

          If the Kentucky Revised Statutes are hereafter amended to authorize corporation action further eliminating or limiting 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 Kentucky Revised Statutes, as so amended. Any repeal or modification of this Article VII by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. This Article VII shall continue to be applicable with respect to any breach of duties by a director of thereafter ceases to be a director and shall inure to the personal benefit of such director’s heirs, executors and administrators.

          This Article VII is not intended to eliminate or limit any protection otherwise available to the directors of the corporation.

Article VIII

          Any action, except the election of directors, required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice (except as otherwise provided by law) if the action is taken by shareholders representing not less than 80% (or such higher percentage as may be required by law) of the votes entitled to be cast. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous consent shall be given to those shareholders entitled to vote on the action who have not consented in writing.

           Dated this 13th day of September, 1996.

/s/ Kevin J. Hable
Kevin J. Hable, Incorporator

This Instrument Prepared By:

/s/ Kevin Hable
Kevin J. Hable
WYATT, TARRENT & COMBS 2800 Citizens Plaza Louisville, Kentucky 40202 (502) 562-7232

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MAXWELL HOLDINGS, INC.

          Pursuant to the provisions of KRS 271B.10-060, Articles of Amendment to the Articles of Incorporation of Maxwell Holdings, Inc. (the “Corporation”) are hereby adopted:

           FIRST:   The name of the Corporation is Maxwel1 Holdings, Inc.

           SECOND:   Article I is amended in its entirety to read as follows:

"Article I
Name

The name of the Corporation is Hayman Holdings, Inc.

           THIRD:   The above described amendment was adopted by the board of directors on September 26, 1996 without shareholder action. Shareholder action was not required for adoption of this amendment.

          FOURTH:    This amendment does not provide for an exchange, reclassification or cancellation of issued shares of stock of the Corporation, nor does it effect a change in the amount of stated capital.

           Dated: September 26, 1996

MAXWELL HOLDINGS, INC.

BY: /s/ Charles J. Helms, Jr.
       Charles J. Helms, Jr.
       President

COMMONWEALTH OF KENTUCKY

COUNTY OF DAVIESS )
)
)
SS

          The foregoing instrument was subscribed sworn to and acknowledged before me this 4th day of October, 1996, by Charles J. Helms, Jr., known by me to be the President of Maxwell Holdings, Inc.

My Commission expires: 12/4/99

/s/ illegible
Notary Public

EX-3

Exhibit 3.29(b)

AMENDED AND RESTATED BYLAWS

OF

HAYMAN HOLDINGS, INC.

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.30(a)

CERTIFICATE OF INCORPORATION

OF

HERITAGE MINING COMPANY, INC.

ARTICLE ONE

           The name of the corporation is Heritage Mining Company, Inc. (hereafter called the "Corporation").

ARTICLE TWO

           The address of the Corporation's registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the city of Wilmington, county of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

           The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

           The total number of shares which the Corporation shall have the authority to issue is One Hundred (100) shares, all of which shall be shares of Common Stock, par value $.01 per share.

ARTICLE FIVE

           The names and mailing addresses of the incorporator are a follows:

Name

Eileen C. McNamara Address

c/o Kirkland & Ellis
153 East 53rd Street
39th Floor
New York NY 10022

ARTICLE SIX

           The directors shall have the power to adopt, amend or repeal By-Laws, except as may otherwise be provided in the By-Laws.

ARTICLE SEVEN

           The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

           The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

           The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation from time to time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

           I, the undersigned, being the sole incorporator hereinbefore name, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 18th day of July, 1995.

/s/ Eileen C. McNamara
Eileen C. McNamara
Sole Incorporator

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
HERITAGE MINING COMPANY, INC.

           The undersigned, being the President and Secretary, respectively, of Heritage Mining Company, Inc., a corporation and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), do hereby certify as follows:

           1. That the Directors of the Corporation pursuant to a Written Consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolution set forth below proposing an amendment to the Certificate of Incorporation of the Corporation (the "Amendment") and further directed that the Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by deleting Article First and creating a new Article First to read as following (the "Amendment"):

"FIRST: The name of the corporation is Heritage Mining Company (hereinafter called "the Corporation" or "this Corporation")."

           2. That the Sole Stockholder of the Corporation, by written consent, approved and adopted the Amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

           IN WITNESS WHEREOF, the undersigned, being the Vice President and Secretary hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment to Certificate of Incorporation this 4th day of December, 1995.

By: /s/ Michael A. Kafoury
Michael A. Kafoury, Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

           Heritage Mining Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

           The Board of Directors of Heritage Mining Company adopted the following resolution on the 21st day of May, 1999.

           Resolved, that the registered office of Heritage Mining Company in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Heritage Mining Company has caused this statement to be signed by Kevin Crutchfield, its President, this 21st day of May, 1999.

/s/ Kevin Crutchfield
Kevin Crutchfield, President

EX-3

Exhibit 3.30(b)

AMENDED AND RESTATED BYLAWS

OF

HERITAGE MINING COMPANY

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.31(a)

AMENDED AND RESTATED
OF INCORPORATION
OF
HIGHLAND COAL, INC.

          Pursuant to the provisions of KRS 271B.10.010, et seq., the undersigned corporation executes these Restated and Amended Articles of Incorporation and states that each and every article is being amended, the text of which amendments are set forth below. The undersigned corporation further states that the following Amended and Restated Articles of Incorporation were adopted by the sole shareholder of the corporation on January 15, 1998, in the manner prescribed by the Kentucky Business Corporation Act.

          1. Corporate Name. The Corporation's name shall be Highland Coal, Inc.

          2. Authorized Shares. The Corporation shall have authority to issue One Thousand (1,000) shares of no par value common stock.

          3. Registered Office and Agent. The street address of the Corporation's registered office shall be 109 Broadway, Hazard, Kentucky 41701. The name of the Corporation's registered agent at that office shall be Ronald G. Combs.

          4. Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

          5. Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

          6. Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person’s conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

          7. Limitation of Director Liability.

                     (a) Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b) Nothing in Article 7 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                                (i) Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                                (ii) Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                                (iii) Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                                (iv) Any transaction from which the director derived an improper personal benefit.

          These Amended and Restated Articles of Incorporation supercede the original Articles of Incorporation and all amendments thereto.

          The number of shares of the corportion outstanding at the time of such adoption was 1,000; and the number of shares entitled to vote thereon was 1,000.

          The number of shares voted for such amendment was 1,000; and the number of shares voted against such amendment was zero.

HIGHLAND COAL, INC.



By: /s/ John Lynch
       John Lynch, Secretary

       Date: 1/30/98

STATE OF KENTUCKY

COUNTY OF BOYD

          I, the undersigned Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that John Lynch as Secretary personally appeared before me, and after having been duly sworn, declared and acknowledged and verified the foregoing Amended and Restated Articles of Incorporation of Highland Coal, Inc. as of the _____ day of January, 1998.

          My commission expires:______________________

                                                                 
NOTARY PUBLIC, STATE AT LARGE,
KENTUCKY

Prepared by:

/s/ Thomas C. Walker
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.31(b)

AMENDED AND RESTATED BYLAWS

OF

HIGHLAND COAL, INC.

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation’s affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

          These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.32(a)

CERTIFICATE OF INCORPORATION

OF

BLACK BEAR MINING CO.

ARTICLE ONE

           The name of the corporation is Black Bear Mining Co.

ARTICLE TWO

           The address of the corporation's registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, county of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

           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 the State of Delaware.

ARTICLE FOUR

           The total number of shares of stock which the corporation has authority to issue is one thousand (1,000) shares, of Common stock, par value one cent ($0.01) per share.

ARTICLE FIVE

           The name and mailing address of the sole incorporator are as follows:

Name

Thaddine G. Gomez Mailing Address

200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601

ARTICLE SIX

           The corporation is to have perpetual existence.

ARTICLE SEVEN

           In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

           Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept 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. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINE

           To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director or this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

           The corporation expressly elects not to be governed by §203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

           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 herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

           I, THE UNDERSIGNED, being the sole incorporator 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 my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 13th day of May, 1992.

/s/ Thaddine G. Gomez
Thaddine G. Gomez
Solo Incorporator

CERTIFICATE OF CORRECTION
TO CERTIFICATE OF INCORPORATION

OF

BLACK BEAR MINING CO.

Pursuant to §103(f) of the
General Corporation Law of the State of Delaware

           The undersigned being the sole incorporator of Black Bear Mining Co., a corporation organized under and by virtue of the laws of the State of Delaware DOES HEREBY CERTIFY:

           1. The name of the corporation (hereinafter called the "Corporation") is Black Bear Mining Co.

           2. The certificate of Incorporation, which was filed with the Secretary of State of Delaware on May 13, 1992, is hereby corrected.

           3. The inaccuracy to be corrected in said instrument is as follows: The name of the Corporation as referred to in the heading and ARTICLE ONE.

           4. The portions of the instrument in corrected form are as follows:

CERTIFICATE OF INCORPORATION
OF
BLACK BEAR MINING COMPANY

and

ARTICLE ONE

           The name of the corporation is Black Bear Mining Company.

Signed on June 9, 1992.

Black Bear Mining Co.,
a Delaware corporation


/s/ Thaddine G. Gomez
Thaddine G. Gomez
Sole Incorporator

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
BLACK BEAR MINING COMPANY

           The undersigned, Michael D. Bauersachs and Kevin L. Yocum, being the President and Secretary, respectively, of Black Bear Mining Company, a corporation and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), do hereby certify as follows:

           1. That The Directors of the Corporation pursuant to a Written Consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolution set forth below proposing an amendment to the Certificate of Incorporation of the Corporation (the "Amendment") and further directed that the Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval:

           RESOLVED, that the Certificate of Incorporation of the Corporation be amended by deleting Article First and creating a new Article First to read as following (the "Amendment"):

           "FIRST: The name of the corporation is Zenergy, Inc. (hereinafter called "the Corporation" or "this Corporation")."

           2. That the Sole Stockholder of the Corporation, by written consent, approved and adopted the Amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware,

           IN WITNESS WHEREOF, the undersigned, being the President and Secretary hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment to Certificate of Incorporation this 12th day of June, 1996.

/s/ Michael D. Bauersachs
Michael D. Bauersachs
President

ATTEST:

/s/ Kevin L. Yocum
Kevin L. Yocum, Secretary

CERTIFICATE OF RESIGNATION OF REGISTERED AGENT OF

ZENERGY, INC.
(A DELAWARE CORPORATION)

           Pursuant to Section 136 of the General Corporation Law of Delaware, THE CORPORATION TRUST COMPANY hereby resigns as Registered Agent of

Zenergy, Inc.

Written notice of resignation was given to the corporation on June 22, 1999 by mail or delivery to the corporation at its last known address as shown on our records, said date being at least 30 days prior to the filing of this Certificate of Resignation.

DATED: July 26,1999

THE CORPORATION TRUST COMPANY

by: /s/ Kenneth J. Uva
       Kenneth J. Uva, Vice President

CERTIFICATE

FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION

           Zenergy, Inc., a corporation organized under the laws of Delaware, the Certificate of Incorporation of which was filed in the office of the Secretary of State on the 13th day of May, 1992 and thereafter forfeited pursuant to section 136 (b) of the General Corporation Law of Delaware, now desiring to procure a revival of its Certificate of Incorporation, hereby certified as follows:

           1. The name borne by the corporation at the time its Certificate of Incorporation became forfeited is Zenergy, Inc. and the new name under which the corporation is to be revived is AEI Zenergy, Inc.

           2. Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle and the name of its registered agent at such address is THE CORPORATION TRUST COMPANY.

           3. This corporation was duly organized under the laws of Delaware and carried on the business authorized by its Certificate of Incorporation until the 27th day of August, 1999, at which time its Certificate of Incorporation became forfeited pursuant to section 136 (b) of the General Corporation Law of Delaware and this Certificate for Renewal and Revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of Delaware.

           4. The date when revival of the Certificate of Incorporation of this corporation is to commence is the 26th day of August, 1999, the same being prior to the date of the forfeiture of the Certificate of Incorporation. Revival of the Certificate of Incorporation is to be perpetual.

           IN WITNESS WHEREOF, said AEI Zenergy, Inc. in compliance with Section 312 of the General Corporation Law of Delaware has caused this Certificate to be signed by Vic Grubb, its last and acting Treasurer, this 11th day of January, 2002.

By /s/ Vic Grubb
       Vic Grubb, Last and Acting Treasurer

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

           AEI Zenergy, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

           DOES HEREBY CERTIFY:

           FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of AEI Zenergy, Inc. be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is Horizon Finance Corp."

           SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

           THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

           IN WITNESS WHEREOF, the Undersigned has executed this Certificate of Amendment to Certificate of Incorporation, this 2nd day of May, 2002.

AEI Zenergy, Inc.


By /s/ Michael F. Nemser
Title CFO

EX-3

Exhibit 3.32(b)

AMENDED AND RESTATED BYLAWS

OF

ZENERGY, INC.

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (I) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (I) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.33(a)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

HORIZON NATURAL RESOURCES COMPANY

          Horizon Natural Resources Company, originally incorporated under the Delaware General Corporation Law on July 27, 1998 under the name AEI Resources Holding, Inc., hereby amends and restates its certificate of incorporation to read as follows:

          1. Name. The name of the corporation is Horizon Natural Resources Company (the "Corporation").

          2. Registered Office and Agent. The Corporation's 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. Purpose. 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 Delaware General Corporation Law (as amended from time to time, the "DGCL").

          4. Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is 30,000,000 shares of Common Stock, of the par value of $.01 per share (the "Common Stock").

          5. Rights of Stockholders.

                     5.1 Common Stock. All shares of Common Stock shall be identical and shall entitle the holders thereof to the following rights and privileges:

                                5.1.1 Voting Rights. Subject to the provisions of any applicable law or of the By-laws of the Corporation (the “By-laws”), as from time to time amended, with respect to the closing of the transfer books or the fixing of a record date for the determination of stockholders entitled to vote, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes. Each holder of record of shares of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the books of the Corporation and the Common Stock shall vote as a single class on all matters on which the Common Stock is entitled to vote.

                                5.1.2 Dividends. When and as dividends are declared thereon, whether payable in cash, property or securities of the Corporation, the holders of Common Stock shall be entitled to share in such dividend ratably according to the number of shares of Common Stock so held.

                                5.1.3 Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Common Stock shall be entitled to share, ratably according to the number of shares of Common Stock held by them, as a single class, in the remaining assets of the Corporation available for distribution to its stockholders.

                     5.2 Restriction On Issuances Of Equity Securities Other than Common Stock. The Corporation shall not issue any equity securities other than Common Stock and shall not issue any non-voting equity security.

                     5.3 Consideration. Subject to the provisions of this Certificate of Incorporation and except as otherwise provided by law, the stock of the Corporation, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

                     5.4 No Pre-Emptive Rights. The holders of shares of Common Stock are not entitled to any preemptive right to subscribe for, purchase or receive any part of any new or additional issue of stock of any class, whether now or hereafter authorized or of bonds, debentures or other securities convertible into or exchangeable for stock.

          6. Limitation of Liability. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, including breaches resulting from such director’s grossly negligent behavior, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived any improper personal benefits. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting 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 DGCL, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

          7. Indemnification.

                     7.1 To the extent not prohibited by law, the Corporation shall indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the Corporation, or is or was serving as a director, officer, manager, member, employee or agent or in any other capacity at the request of the Corporation, for any other corporation, company, partnership, joint venture, trust, employee benefit plan or other enterprise (an “Other Entity”) while serving as a director or officer of the Corporation, against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection with such Proceeding, if such person acted in good faith and in a manner such person 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 or her conduct was unlawful. To the extent specified by the Board of Directors of the Corporation at any time and to the extent not prohibited by law, the Corporation may indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving as a director, officer, manager, member, employee or agent or in any other capacity at the request of the Corporation, for any Other Entity, against judgment, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection with such Proceeding, if such person acted in good faith and in a manner such person 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 or her conduct was unlawful.

                     7.2 The Corporation shall, from time to time, reimburse or advance to any director or officer or other person entitled to indemnification hereunder the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of the final disposition of such Proceeding; provided, however, that, if required by the DGCL, such expenses incurred by or on behalf of any director or officer or other person may be paid in advance of the final disposition of a Proceeding only upon receipt by the Corporation of an undertaking, by or on behalf of such director or officer (or other person indemnified hereunder), to repay any such amount so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director, officer or other person is not entitled to be indemnified for such expenses.

                     7.3 The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 7 shall not be deemed exclusive of any other rights to which a person seeking indemnification or reimbursement or advancement of expenses may have or hereafter be entitled under any statute, this Amended and Restated Certificate of Incorporation, the By-laws, any agreement (including any policy of insurance purchased or provided by the Corporation under which directors, officers, employees and other agents of the Corporation are covered), any vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

                     7.4 The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 7 shall continue as to a person who has ceased to be a director or officer (or other person indemnified hereunder) and shall inure to the benefit of the executors, administrators, legatees and distributees of such person.

                     7.5 The Corporation shall have the 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, member, manager, employee or agent of an Other Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Section 7, the By-laws or under Section 145 of the DGCL or any other provision of law.

                     7.6 The provisions of this Section 7 shall be a contract between the Corporation, on the one hand, and each director and officer who serves in such capacity at any time while this Section 7 is in effect and any other person indemnified hereunder, on the other hand, pursuant to which the Corporation and each such director, officer, or other person intend to be legally bound. No repeal or modification of this Section 7 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

                     7.7 The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 7 shall be enforceable by any person entitled to such indemnification or reimbursement or advancement of expenses in any court of competent jurisdiction. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that such person is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such proceeding.

                     7.8 Any director or officer of the Corporation serving in any capacity in (i) another corporation of which a majority of the shares entitled to vote in the election of its directors is held, directly or indirectly, by the Corporation or (ii) any employee benefit plan of the Corporation or any corporation referred to in clause (i) shall be deemed to be doing so at the request of the Corporation.

                     7.9 Any person entitled to be indemnified or to reimbursement or advancement of expenses as a matter of right pursuant to this Section 7 may elect to have the right to indemnification or reimbursement or advancement of expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of expenses is sought. Such election shall be made, by a notice in writing to the Corporation, at the time indemnification or reimbursement or advancement of expenses is sought; provided, however, that if no such notice is given, the right to indemnification or reimbursement or advancement of expenses shall be determined by the law in effect at the time indemnification or reimbursement or advancement of expenses is sought.

          8. Directors. This Section is inserted for the management of the business and for the conduct of the affairs of the Corporation and it is expressly provided that it is intended to be in furtherance of and not in limitation or exclusion of the powers conferred by applicable law.

                     8.1 Number, Election, and Terms of Office of Board of Directors. The business of the Corporation shall be managed by a Board of Directors consisting of five members. Directors may be elected by written ballot or by voice vote.

                     8.2 Tenure. The term of office of each director shall expire at the first annual meeting of stockholders of the Corporation next following the Corporation’s fiscal year ending on December 31, 2002. Notwithstanding any provisions to the contrary contained herein, each director shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal.

                     8.3 Vacancies. Any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the remaining directors then in office, although less than a quorum, or by a sole remaining director, or by an election by the stockholders, and directors so chosen shall hold office until their respective successors are duly elected and qualified. When any director shall give notice of resignation effective at a future date, the Board of Directors may fill such vacancy to take effect when such resignation shall become effective.

          9. Special Meetings of Stockholders. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board of Directors or by the President of the Corporation and shall be called by the President of the Corporation upon the written request (which shall state the purpose or purposes therefor) of the holders of shares representing not less than twenty percent (20%) of all votes entitled to be cast on any issue proposed to be considered at the meeting. The record date for determining the stockholders entitled to request a special meeting is the date of the earliest of any of the demands pursuant to which the meeting is called, or the date that is 60 days before the date on which the first such demand is received, whichever is later. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice.

          10. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors may from time to time adopt, amend or repeal the By-laws, by vote of two-thirds of the Directors then in office; provided, however, that any By-laws adopted or amended by the Board of Directors may be amended or repealed, and any By-laws may be adopted, by a vote of the stockholders having at least a majority in voting power of the then issued and outstanding shares of capital stock of the Corporation.

          IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation, which restates and amends the Corporation’s Certificate of Incorporation, to be made, executed and acknowledged by its duly authorized officer effective as of the 9th day of May, 2002, as directed by and provided for in the Order of the United States Bankruptcy Court for the Eastern District of Kentucky, dated April 17, 2002, Confirming Debtor’s Plan of Reorganization under Chapter 11 of the Bankruptcy Code, which court has jurisdiction of a proceeding under Chapter 11 of the United States Bankruptcy Code for the reorganization of the Company pursuant to Section 303 of the Delaware General Corporation Law.

/s/ Donald P. Brown                                
Name: Donald P. Brown
Title: President

Attest:



/s/ Julie Hudson                     
Julie Hudson, Secretary

EX-3

Exhibit 3.33(b)

SECOND AMENDED AND RESTATED BYLAWS

OF

HORIZON NATURAL RESOURCES COMPANY

ARTICLE I
Offices

           1.     Business Offices. The Corporation may have one or more offices at such place or places 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 Certificate of Incorporation, unless changed as provided by the provisions of the Delaware General Corporation Law, as it may be amended from time to time (the "DGCL").

ARTICLE II
Stockholders' Meetings

           1.     Annual Meetings. The annual meeting of stockholders 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 each year on April 24, at 10:00 a.m., local time at the place of the meeting fixed by the Board of Directors, or, if not so fixed, at the principal office designated in the Certificate of Incorporation. If the day so fixed for such annual meeting shall not be a business day or 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 stockholders may be called at any time by the Board of Directors, the Chairman of the Board of Directors or by the President of the Corporation and shall be called by the President of the Corporation upon the written request (which shall state the purpose or purposes therefor) of the holders of shares representing not less than twenty percent (20%) of all votes entitled to be cast on any issue proposed to be considered at the meeting. The record date for determining the stockholders entitled to request a special meeting is the date of the earliest of any of the demands pursuant to which the meeting is called, or the date that is 60 days before the date on which the first such demand is received, whichever is later. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice.

           3.     Place of Special Meetings. Special meetings of stockholders shall be held at such place or places, as may be determined by the Board of Directors and designated in the notice of the meeting, or, if no place is so determined and designated in the notice, the place of the stockholders' meetings shall be the principal office of the Corporation.

           4.     Notice of Meetings. Not less than 14 nor more than 60 days prior to each annual or special meeting of stockholders, written notice of the meeting shall be delivered to each stockholder entitled to vote at such meeting; provided, however, that if the authorized shares of the Corporation are proposed to be increased, at least 30 days notice in like manner shall be given; and provided, further, that if other or different notice is required by the DGCL, the provisions of the DGCL shall govern. Notices shall be delivered by i) personal delivery, ii) facsimile transmission. iii) registered or certified mail, postage prepaid, return receipt requested; or (iv) nationally recognized overnight or other express courier services. All notices shall be effective and shall be deemed delivered (i) if by personal delivery, on the date of delivery if delivered during normal business hours of the recipient, and if not delivered during such normal business hours, on the next Business Day following delivery; (ii) if by facsimile transmission, on the next Business Day following dispatch of such facsimile; (iii) if by courier service, on the third Business Day after dispatch of a notice addressed to the stockholder at the address of such stockholder appearing in the stock transfer books of the Corporation and (iv) if by mail, on the date of receipt. If three (3) successive letters mailed to the last known address of any stockholder of record are returned as undeliverable, no further notices to such stockholder shall be necessary until another address for such stockholder is made known to the Corporation. The notice of any meeting shall state the place, day and hour of the meeting. The notice of a special meeting shall, in addition, state the meeting's purposes.

           5.     Stockholders List. A complete record of the stockholders entitled to vote at such meeting (or an adjourned meeting described in Section 9 of this Article II) arranged by voting groups and, within each voting group, in alphabetical order, showing the address of each stockholder 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. The stockholders list shall be available for inspection by any stockholder beginning on the earlier often (10) days before the meeting or two (2) days after notice is given and continuing through the meeting and any adjournment thereof, subject to the requirements of the DGCL. Such record shall also be produced and kept at the time and place of the meeting during the whole time thereof and subject to inspection for any purpose germane to the meeting by any stockholder who may be present.

           6.     Organization. The Chairman of the Board of Directors or, in the Chairman's absence, the President (or, in the President's absence, any Vice President) shall call meetings of stockholders to order and act as chairperson of such meetings. In the absence of said officers, any stockholder entitled to vote at the meeting, or any proxy of any such stockholder, may call the meeting to order and a chairperson shall be elected by a majority of the stockholders present and entitled to vote at the meeting. The Secretary or any Assistant Secretary of the Corporation or any person appointed by the chairperson may 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 stockholders, subject to the rights of stockholders to raise matters for consideration which may otherwise properly be brought before the meeting although not included within the agenda. The chairperson shall be charged with the orderly conduct of all meetings of stockholders.

           8.     Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. In the absence of a quorum at any stockholder's meeting, a majority of the stockholders present in person or represented by proxy and entitled to vote at the meeting may adjourn the meeting from time to time for a period not to exceed 120 days from the original date of the meeting 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. If the adjournment is for more than 120 days from the date of the original meeting, 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.

           10.     Voting.

                     a.     Except as provided in the Certificate of Incorporation or the DGCL, at every meeting of stockholders, or with respect to corporate action which may be taken without a meeting, every stockholder shall be entitled to one vote for each share of stock having voting power held of record by such stockholder on the record date designated therefor pursuant to Section 3 of Article X of these Bylaws (or for the record date established pursuant to statute in the absence of such designation); provided, however, that the cumulative system of voting for the election of directors shall not be allowed.

                     b.     A stockholder may vote the stockholder's shares in person or by proxy. A person may appoint a proxy in person or through an attorney-in-fact and such appointment may be transmitted by telegram, teletype, or other written statement of appointment permitted by the DGCL. The appointment is effective for eleven months unless a different period is expressly provided in the appointment form. An appointment shall be revocable unless coupled with an interest including the appointment of any of the following: (1) a pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the Corporation who extended credit to the Corporation under terms requiring the appointment; (4) an employee of the Corporation whose employment contract requires the appointment; or (5) a party to a voting trust agreement.

                     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 the DGCL and any other applicable law.

                     d.     Shares of the Corporation held of record by another corporation that are entitled to vote 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 stockholders, action on a matter by a voting group shall be approved if the shares entitled to vote are cast so that the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the question is one upon which by express provision of a statute, or the Certificate 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 chairperson of the meeting may at any time appoint two or more inspectors to serve at a meeting of the stockholders. 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 voting inspectors need not be stockholders 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 such director's or officer's election to any position with the Corporation or on any other question in which such officer or director may be directly interested.

           12.     Meeting by Telecommunication. Any or all of the stockholders may participate in any annual or special stockholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. Any stockholder participating in a meeting by any such means of communication is deemed to be present in person at the meeting.

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 stockholders or special meetings called for that purpose. In an election of directors, the number of candidates equaling the number of directors to be elected having the highest number of votes cast in favor of their election shall be elected to the Board of Directors. Each director shall be elected to serve and to hold office until the next succeeding annual meeting and until such director's successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal.

           2.     Number and Qualification. The exact number of Directors may be fixed, increased or decreased from time to time by a resolution adopted by the majority vote of a quorum of stockholders who are present in person or by proxy at a meeting held to elect Directors. Directors must be natural persons at least eighteen years of age but need not be stockholders.

           3.     Ex-officio Members. The Board of Directors may, from time to time, appoint additional persons to serve as ex-officio directors of the Corporation. Such ex-officio directors may be present at, and participate in, meetings of the Board of Directors, but shall have no voting rights, shall not be entitled to serve on any executive or other committee of the Board of Directors, and shall not be considered in the calculation of a quorum pursuant to Section 9 of this Article III. Failure to give notice to any ex-officio director pursuant to Section 8 of this Article III shall not affect the validity of any action taken by the Board of Directors.

           4.     Annual Meetings. On the same day each year as. and immediately following, the annual stockholders' meeting, the Board of Directors shall meet for the purpose of organization, election of officers and the transaction of any other business.

           5.     Regular Meetings. Regular meetings of the Board of Directors shall be held in February, May, August and November, on (a) the 15th day of each such month, (b) the first business day following each such date, or (c) such other date as may be determined by the Board of Directors and specified in the notice of such meetings. Regular meetings shall be held at such time or times as may be determined by the Board of Directors and specified in the notice of such meetings. Notwithstanding the foregoing, the initial regular meeting of the Board of Directors shall be held in August of 2002.

           6.     Special Meetings. Special meetings may be called by the President or any stockholder owning greater than twenty-five percent (25%) of the total outstanding shares of the Corporation, and shall be called by the President or the Secretary on the written request of any two directors.

           7.     Place of Meetings. Except as specifically set forth otherwise herein, any meeting of the Board of Directors may be held at such place or places either as shall from time to time be determined by the Board of Directors and as shall be designated in the notice of the meeting.

           8.     Notice of Meetings. Notice of each meeting of directors, whether annual, regular or special, shall be given to each director. If such notice is given either (a) by personally delivering written notice to a director or (b) by personally telephoning such director, it shall be so given at least ten (10) days prior to the meeting. If such notice is given either (1) by depositing a written notice by overnight courier service, postage prepaid, or (2) by facsimile transmission, in all cases directed to such director at that person's residence or place of business, it shall be so given at least fourteen (14) days prior to the meeting. The notice shall state the place, date and hour thereof, but need not, unless otherwise required by the DGCL, state the purposes of the meeting.

           9.     Quorum. A majority of the number of directors fixed by or in accordance with Section 2 of this Article III that are entitled to vote shall constitute a quorum at all meetings of the Board of Directors. The vote of a majority of the directors present and entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors. unless the express provision of a statute, the Certificate of Incorporation, or these Bylaws requires a different vote, in which case such express provision shall govern and control. In the absence of a quorum at any such meeting, a majority of the directors present and entitled to vote may adjourn the meeting from time to time without further notice, other than announcement at the meeting, until a quorum shall be present.

           10.     Organization. Agenda and Procedure. The directors shall choose a Chairman of the Board to preside over the meetings of the Board of Directors. The Secretary, any Assistant Secretary, or any other person appointed by the Chairman of the Board shall act as secretary of each meeting of the Board of Directors. The agenda of and procedure for such meetings shall be as determined by the Board of Directors. All proposed agenda topics and documents to be reviewed at the annual meetings and the regular meetings shall be delivered to each director at least fourteen (14) days prior to any such meeting.

           11.     Resignation. Any director of the Corporation may resign at any time by giving written notice of such director's 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, unless it so provides. A director who resigns may deliver to the Secretary of State for filing a statement to that effect.

           12.     Removal. Except as otherwise provided in the Certificate 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 at a special meeting of the stockholders called and held for such purpose; provided, however, that if less than the entire Board of Directors is to be removed, and if cumulative voting of shares in the election of directors is allowed, a director may not be removed if the votes entitled to be cast against such director's removal would be sufficient to elect such director if such votes were cumulatively voted for such director at an election of the entire Board of Directors. A vacancy in the Board of Directors caused by any such removal may be filled by the Corporation's stockholders at such meeting or, if the stockholders at such meeting shall fail to fill such vacancy, by the Board of Directors as provided in Section 13 of this Article III.

           13.     Vacancies. Except as provided in Section 12 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, or by an election by the stockholders. 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 by the stockholders. A director elected to fill a vacancy shall be elected for the unexpired term of such director's predecessor in office and shall hold office until the expiration of such term and until a successor shall be elected and shall qualify or until such director's 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 stockholders and until a successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal. If the vacant directorship was held by a director elected by a voting group of stockholders, the vacancy shall be filled by either the vote of the holders of shares of that voting group entitled to fill such vacancy or the majority vote of any remaining Directors elected by that voting group.

           14.     Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by or in accordance with Section 2 of this Article III, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by statute, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation. Rules governing the procedures for meetings of executive or other committees shall be as established by the Board of Directors or by such committee. Notwithstanding the foregoing, no committee shall: (a) authorize distributions; (b) approve or propose to stockholders action that the DGCL requires to be approved by stockholders; (c) fill vacancies on the Board of Directors or on any of its committees; (d) amend the Certificate of Incorporation; (e) adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring stockholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (h) authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the Board of Directors may authorize a committee or an officer to do so within limits specifically prescribed by the Board of Directors.

           15.     Compensation of Directors. Each director shall be allowed such amount per annum, or such fixed sum, or such other compensation (whether in cash, stock, options, or other form of compensation) for attendance at meetings of the Board of Directors, executive or other committees, 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 such director's duties (including, but not limited to, expenses incurred in attending meetings of the Board of Directors). Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

ARTICLE IV
Waiver of Notice by Stockholders and Directors and Action
of Stockholders and Directors by Consent

          1.     Waiver of Notice. A stockholder may waive any notice required by the DGCL or by the Certificate of Incorporation or these Bylaws, and a director may waive any notice of a directors meeting, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the stockholder or director entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. Attendance of a stockholder or the attendance or participation by a director at a meeting (a) waives objection to lack of required notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting, or the director, at the beginning of the meeting or promptly upon his or her later arrival, objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice, and, in the case of a director, does not thereafter vote for or assent to action taken at the meeting. and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, or of a matter without special notice required by the DGCL, the Certificate of Incorporation, or these Bylaws, unless the stockholder or director objects to considering the matter when it is presented and, in the case of a director, does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

           2.     Action Without a Meeting.

                     a.     Unless the Corporation's Certificate of Incorporation requires that such action be taken at a stockholders' meeting, any action required or allowed to be taken at an annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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 at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Such action shall be effective as of the time the last writing necessary to effect the action is received by the Corporation, unless all writings necessary to effect the action specify a later time, in which case the later time shall be the time of the action. The record date for determining stockholders entitled to take action without a meeting is the date upon which a writing upon which the action is to be taken is first received by the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

                     b.     Unless otherwise restricted by the Corporation's Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors, or 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. Such action shall be effective as of the time the last director signs a writing describing the action taken unless before such time the Secretary has received a written revocation of the consent of any other director, and any action so taken shall be effective at the time taken unless the directors specify a different effective time.

                     c.     Meetings by Telecommunication. One or more members of the Board of Directors or any committee designated by the Board of Directors may hold or participate in a meeting of the Board of Directors or such committee through the use of any means of communication by which all persons participating can hear each other at the same time. Any director participating in a meeting by any such means of communication is deemed to be present in person at the meeting.

ARTICLE V
Officers

           1.     Election and Tenure. The officers of the Corporation shall consist of a Chairman of the Board, a President, a Chief Financial Officer, a Secretary and a Treasurer, each of whom shall be appointed annually by the Board of Directors. The Board of Directors may also designate and appoint such other officers and assistant officers as may he deemed necessary. 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. Each officer so appointed shall continue in office until a successor shall be appointed and shall qualify, or until the officer's earlier death, resignation or removal. Each officer shall be a natural person who is eighteen years of age or older.

           2.     Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice of resignation to the Board of Directors or the President. Such resignation shall take effect when the notice is received by the Corporation unless the notice specifies a later date, and acceptance of the resignation shall not be necessary to render such resignation effective. Any officer may at any time be removed by the affirmative vote of a majority of the number of directors fixed by or in accordance with Section 2 of Article III of these Bylaws, or by an executive committee of the Board of Directors. 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 such officer's predecessor in office and shall continue in office until a successor shall be elected or appointed and shall qualify, or until such officer's earlier death, resignation or removal. The appointment of an officer shall not itself create contract rights in favor of the officer, and the removal of an officer does not affect the officer's contract rights, if any, with the Corporation and the resignation of an officer does not affect the Corporation's contract rights, if any, with the officer.

           3.     Chairman of the Board. The Chairman of the Board shall preside over the meetings of the Board of Directors and have such powers and responsibilities as are incident thereto. The Chairman of the Board shall not have responsibility for the day-to-day business operations of the Corporation in his or her capacity as Chairman of the Board; provided, however, that the Chairman of the Board may hold other offices or positions with the Corporation, and in such capacity or capacities, may have responsibility for the day-to-day business operations of the Corporation.

           4.     President. The President shall be the chief executive officer of the Corporation. The President shall (i) preside at meetings of the stockholders; (ii) have general and active management of the business of the Corporation, and preside over the day-to-day business operations of the Corporation; (iii) see that all orders and resolutions of the Board of Directors are carried into effect; and (iv) perform all duties as may from time to time be assigned by the Board of Directors.

           5.     Chief Financial Officer. The Chief Financial Officer shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the President, and shall perform such duties and have such powers and responsibilities as are incident to the office of Chief Financial Officer. In addition, the Chief Financial Officer shall have, along with the President, responsibility for the day-to-day business operations of the Corporation.

           6.     Vice Presidents. The Vice Presidents, if any, 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 the inability or refusal of the President 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 the election or appointment of the Vice Presidents) 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.

           7.     Secretary. The Secretary shall perform such duties and shall have such powers as may from time to time be assigned 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 stockholders and the Board of Directors, the preparation and maintenance of minutes of the directors' and stockholders' meetings and other records and information required to be kept by the Corporation under Article XI and for authenticating records of the Corporation, and to be custodian of 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.

           8.     Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned 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, to disburse such funds as ordered by the Board of Directors, making proper accounts thereof, and to render as required by the Board of Directors statements of all such transactions as Treasurer and of the financial condition of the Corporation.

           9.     Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer. respectively, or by the President or the Board of Directors. In the absence, inability or refusal to act of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, 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 or Treasurer, as the case may be.

           10.     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 such officer's duties and for the restoration to the Corporation of any property belonging to the Corporation in such officer's possession or under the control of such officer.

           11.     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

          1.     Indemnification. To the extent permitted or required by the DGCL and any other applicable law, if any director or officer of the Corporation is made a party to or is involved in any proceeding because such person is or was a director or officer of the Corporation, the Corporation shall (a) indemnify such person from and against any liability, including but not limited to expenses of investigation and preparation, expenses in connection with appearance as a witness and fees and disbursements of counsel, accountants or other experts, incurred by such person in such proceeding, and (b) advance to such person expenses incurred in such proceeding. The Corporation may in its discretion, but is not obligated in any way to, indemnify and advance expenses to an employee or agent of the Corporation to the same extent as to a director or officer, and the Corporation may indemnify an employee, fiduciary, or agent of the Corporation to a greater extent than expressly permitted herein for officers and directors, provided such indemnification is not in violation of public policy.

           2.     Provisions Not Exclusive. The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the Corporation may at its discretion provide for indemnification or advancement of expenses in a resolution of its stockholders or directors, in a contract or in its Certificate of Incorporation.

           3.     Effect of Modification of DGCL. Any repeal or modification of the foregoing provisions of this Article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this Article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law and all other provisions or parts shall remain in full force and effect.

           4.     Definitions. As used in this Article, the following terms have the following meanings:

                     a.     DGCL. When used with reference to an act or omission occurring prior to the effectiveness of any amendment to the DGCL after the effectiveness of the adoption of this Article, the term "DGCL" shall include such amendment only to the extent that the amendment permits a Corporation to provide broader indemnification rights than the DGCL permitted prior to the amendment.

                     b.     Corporation. The term "Corporation" includes any domestic or foreign entity that is a predecessor of the Corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

                     c.     Director or Officer. A "director" or "officer" is an individual who is or was a director or officer of the Corporation or an individual who, while a director or officer of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the Corporation's request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. The terms "director" and "officer" include, unless the context requires otherwise, the estate or personal representative of a director, of officer, as applicable.

                     d.     Liability. The term "liability" means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine (including any excise tax assessed with respect to an employee benefit plan), or reasonable expenses.

                     e.     Proceeding. The term "proceeding" means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

           5.     Insurance. The Corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Corporation, or who, while a director, officer, employee, fiduciary, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Corporation would have power to indemnify the person against the same liability under the DGCL. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of the state of Delaware or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity or any other interest through stock ownership or otherwise.

           6.     Expenses as a Witness. The Corporation may pay or reimburse expenses incurred by a director, officer, employee, fiduciary or agent in connection with an appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding.

           7.     Notice to Stockholders. If the Corporation indemnifies or advances expenses to a director under this Article in connection with a proceeding by or in the right of the Corporation, the Corporation shall give written notice of the indemnification or advance to the stockholders with or before the notice of the next stockholders meeting. If the next stockholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the stockholders at or before the time the first stockholder signs a writing consenting to such action.

ARTICLE VII
Execution of Instruments; Loans; Checks and
Endorsements: Deposits: Proxies

           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 when the execution and delivery of the instrument shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless authorized to do so 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.     Borrowing. 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 committee designated by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, an officer may (a) 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 (b) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Corporation as security for the payment of any loans or obligation of this Corporation, and to that end may execute and deliver for the Corporation such instruments as may be necessary or proper in connection with such transaction.

           3.     Loans to Directors, Officers and Employees. The Corporation may lend money to, guarantee the obligations of and otherwise assist directors, officers and employees of the Corporation, or directors, officers or employees of another corporation of which the Corporation owns a majority of the voting stock, only upon compliance with the requirements of the DGCL; provided, however, that any loan to, or guarantee of the obligations of, such director, officer or employee shall require the affirmative approval of 2/3 of the disinterested directors then in office and the aggregate amount of all such loans or guarantees at any one time outstanding shall not exceed $250,000 for any one person or $750,000 for all directors, officers and employees of the Corporation (excluding any and all loans disclosed in the Corporation's Solicitation and Disclosure Statement dated January 28, 2002), unless otherwise approved by 2/3 of the directors then in office.

           4.     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 for the Corporation 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.

           5.     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.

           6.     Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President: (a) may from time to time appoint one or more agents of the Corporation, in the name and on behalf of the Corporation, (i) to cast the votes which the Corporation may be entitled to cast as the bolder of stock or other securities in any other corporation. association or other entity 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 (ii) to consent in writing to any action by such other corporation, association or other entity; (b) may instruct the person so appointed as to the manner of casting such votes or giving such consent; and (c) 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 may be deemed necessary or proper.

ARTICLE VIII
Shares of Stock

           1.     Certificates of Stock. The shares of the Corporation may, but need not, be represented by certificates. Unless the DGCL or another law expressly provides otherwise, the fact that the shares are not represented by certificates shall have no effect on the rights and obligations of stockholders. If the shares are represented by certificates, such certificates shall be signed by the President and the Secretary or Treasurer or such other representatives of the Corporation as are designated by the Board of Directors; provided, however, that where such certificate is signed or countersigned by a transfer agent or registrar (both of which may be the Corporation itself 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. Every certificate representing shares issued by the Corporation shall state the number of shares owned by the holder in the Corporation, shall designate the class of stock to which such shares belong, and shall otherwise be in such form as is required by law and as the Board of Directors shall prescribe.

           2.     Shares Without Certificates. The Board of Directors may authorize the issuance of any class or series of shares of the Corporation without certificates. Such authorization shall not affect shares already represented by certificates until they are surrendered to the Corporation. Within a reasonable time following the issue or transfer of shares without certificates, the Corporation shall send the stockholder a complete written statement of the information required on certificates by the DGCL.

           3.     Record. A record shall be kept of the name of each person or entity holding the stock represented by each certificate for shares of the Corporation issued, the number of shares represented by each such certificate, 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.

           4.     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 such registered holder's attorney thereunto authorized, and on the surrender of the certificate or certificates for such shares properly endorsed.

           5.     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 and as are not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation.

           6.     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 the DGCL.

ARTICLE IX
Fiscal Year

           The fiscal year of the Corporation shall be the year established by the Board of Directors.

ARTICLE X
Corporate Books and Records

           1.     Corporate Books. The books and records of the Corporation may be kept at such place or places as may be from time to time designated by the Board of Directors.

           2.     Addresses of Stockholders. Each stockholder 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 stockholder shall fall so to designate such an address, it shall be sufficient for any such notice to be directed to such stockholder at such stockholder's 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 stockholders entitled to a notice of or to vote at any meeting of stockholders 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 50 nor less than 10 days before the date of such meeting, nor more than 10 days prior to any other action to which the same relates. Only such stockholders as shall be stockholders 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.

           4.     Inspection of Books and Records. Any person who has been a holder of record of shares of the Corporation (or of voting trust certificates representing such shares) for at least three months immediately preceding such holder's demand or who is the holder of record of, or the holder of record of voting trust certificates representing, at least five percent (5%) of all outstanding shares of the Corporation, has the right, upon written demand stating the purpose thereof. to examine in person or by agent or attorney, at any reasonable time and for any proper purpose, the Corporation's hooks and records of account, minutes and record of holders of shares (and of voting trust certificates therefor) and to make extracts therefrom.

          5.     Distribution of Financial Statements. Upon the written request of any stockholder of the Corporation, the Corporation shall mail to such stockholder its last annual and most recently published financial statement.

           6.     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 unanimous resolution of the Board of Directors.

ARTICLE XI
Stockholder Rights Plans

           The Corporation shall not adopt or maintain any stockholder rights plan, share purchase rights plan or similar plan or agreement, commonly referred to as a "poison pill," which is designed to impede, or has the effect of impeding, the acquisition of a block of the Corporation's Common Stock in excess of a specified threshold, unless such plan or agreement is first approved by holders of a majority of the issued and outstanding shares of Common Stock. Notwithstanding any other provision of these Bylaws, this Article may not be amended, modified or repealed, except by holders of a majority of the outstanding shares of Common Stock.

ARTICLE XII
Emergency Bylaws and Actions

           Subject to repeal or change by action of the stockholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the DGCL.

ARTICLE XIII
Amendments

           Unless the Certificate of Incorporation or a particular Bylaw reserves the right to amend the Bylaw to the stockholders, and subject to repeal or change by action of the stockholders, either the Board of Directors (by vote of 2/3 of the directors then in office) or the stockholders (by vote of the holders of a majority of the outstanding Common Stock) shall have the power to alter, amend or repeal these Bylaws or adopt new bylaws.

EX-3

Exhibit 3.34(a)

CERTIFICATE OF INCORPORATION

OF

COAL VENTURES, INC.

           1.  Name. The name of the Corporation shall be Coal Ventures, Inc.

           2.  Registered Office and Agent. The Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of Newcastle. The name of its registered agent at such address is The Corporation Trust Company.

           3.  Purpose. 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.  Capital Stock. 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 such shares is Zero Dollars and One Cent ($0.01) amounting in the aggregate to Ten Dollars and No Cents ($10.00).

           5.  Bylaws. The board of directors is authorized to make, alter or repeal the bylaws of the Corporation.

           6.  Cumulative Voting. Cumulative voting shall not be allowed in the election of directors.

           7.  Incorporator. The name and mailing address of the sole incorporator is:

                L. J. Vitalo
                The Corporation Trust Company
                Corporation Trust Center
                1209 Orange Street
                Wilmington, Delaware 19801

           8.  Director Liability. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable, to the extent provided by applicable law, (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) as provided in Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring before such amendment.

           9.  Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person’s conduct in his official capacity with the Corporation to the extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise.

           I, THE UNDERSIGNED, being the incorporator 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 my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 6th day of May, 1998.

/s/ L.J. Vitalo                                 
Sole Incorporator
L. J. Vitalo

CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF COAL VENTURES, INC.

June 25, 1998

           Coal Ventures, Inc., a Delaware corporation (the “Corporation”), does hereby certify that the following amendment to the Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware:

Section 4 of the Corporation's Certificate of Incorporation is amended to read in its entirety as set forth below:

4. Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Fifty Thousand (150,000) and the par value of each of such shares is Zero Dollars and One Cent ($0.01) amounting in the aggregate to One Thousand Five Hundred Dollars ($1,500.00).

COAL VENTURES, INC.


By:  /s/ John Lynch
       John Lynch, Secretary

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF COAL VENTURES, INC.

August 3, 1998

           Coal Ventures, Inc., a Delaware corporation (the “Corporation”), does hereby certify that the following amendment to the Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware:

Section 1 of the Corporation's Certificate of Incorporation is amended to read in its entirety as set forth below:

1. Name. The name of the Corporation shall be AEI Resources, Inc.

COAL VENTURES, INC.


By:  /s/ Donald Brown
       Donald Brown, President

CERTIFICATE OF CONVERSION

OF

AEI RESOURCES, INC.
(a Delaware corporation)

INTO

AEI RESOURCES, LLC
(a Delaware limited liability company)

           AEI RESOURCES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

           FIRST: That AEI Resources, Inc. was originally incorporated on May 6, 1998 in the State of Delaware under the name "Coal Ventures, Inc."

           SECOND: That on August 3, 1998 Coal Ventures, Inc. did file a Certificate of Amendment changing its name to "AEI Resources, Inc."

           THIRD: That AEI Resources, Inc. does now wish to convert from a corporation to a limited liability company, pursuant to Section 266 of the General Corporation Law, to be named AEI Resources, LLC, as set forth in the Certificate of Formation, filed contemporaneously herewith.

           FOURTH: That the conversion of AEI Resources, Inc. to AEI Resources, LLC has been approved by the board of directors and sole stockholder of AEI Resources, Inc. in accordance with Section 266 of the General Corporation law.

           FIFTH: That the conversion of AEI Resources, Inc. to AEI Resources, LLC shall be effective upon the filing of this Certificate of Conversion and the Certificate of Formation of AEI Resources, LLC, filed contemporaneously herewith.

[SIGNATURE PAGE FOLLOWS.]

           IN WITNESS WHEREOF, AEI Resources, Inc. has caused this Certificate of Conversion to be executed by an authorized officer as of the 9th day of May, 2002.

AEI RESOURCES, INC.
(a Delaware corporation)


By:  /s/ Julie Hudson
       Secretary
       Authorized Signatory

CERTIFICATE OF FORMATION

OF

AEI RESOURCES, LLC

           This Certificate of Formation of AEI Resources, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, as amended.

           1.  The name of the Company is:

AEI Resources, LLC

           2.  The address of the registered office of the Company in Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The name of its Registered Agent at that address is The Corporation Trust Company.

           IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 9th day of May, 2002.

AEI RESOURCES, INC.


By:  /s/ Julie Hudson
       Secretary
       Authorized Signatory

CERTIFICATE OF AMENDMENT

OF

AEI RESOURCES, LLC

           1.  The name of the limited liability company is AEI Resources, LLC.

           2.  The Certificate of Formation of the limited liability company is hereby amended as follows:

           Article 1 is amended to read in its entirety as follows:

1. The name of the limited liability company is Horizon NR, LLC.

           IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of this 20th day of June, 2002.

AEI RESOURCES, INC.


By:  Horizon Natural Resources Company, its member


By:  /s/ Donald P. Brown
       Name: Donald P. Brown
       Title: President

EX-3

Exhibit 3.34(b)

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

AEI RESOURCES, LLC

           Membership Interests in the Company have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or under the securities laws of any state. Without such registration, Membership Interests may not be sold, pledged, hypothecated, or otherwise transferred by a Member at any time whatsoever, except upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required for such transfer and/or the submission to the Company of such other evidence as may be satisfactory to the Company to the effect that such transfer will not violate the Securities Act of 1933, as amended, and/or applicable state securities laws, and/or any rule or regulation promulgated thereunder. In addition, any sale or other transfer of Membership Interests is subject to certain restrictions that are set forth in this Agreement.

           THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of AEI RESOURCES, LLC (the "Company"), a Delaware limited liability company, is made and entered into as of May 9, 2002, by AEI RESOURCES HOLDING, INC. ("Parent") and such other Persons (as hereinafter defined) or Entities (as hereinafter defined) as may be admitted from time to time as members of the Company in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

          As used in this Agreement, the term "Member" shall mean Parent (so long as it is a member of the Company) or any other Person or Entity who is admitted as a member of the Company in accordance with this Agreement and the Delaware Act, and the term "Members" (whether one or more) shall mean Parent (so long as it is a member of the Company) and any other Person or Entity admitted as a member of the Company in accordance with this Agreement and the Delaware Act.

W I T N E S S E T H:

           WHEREAS, the Company was formed as a corporation with the name "Coal Ventures, Inc." in the State of Delaware by the filing of a Certificate of Incorporation with the Secretary of State of Delaware on May 6, 1998; and

           WHEREAS, the Company's name was changed to AEI Resources, Inc. by the filing of an amendment to the Certificate of Incorporation with the Secretary of State of Delaware on August 3, 1998; and

           WHEREAS, in accordance with Section 6.10 of the Joint Plan of Reorganization of AEI Resources Holding, Inc. and its subsidiaries (including the Company) under Chapter 11 of the United States Bankruptcy Code, confirmed by Order of the United States Bankruptcy Court for the Eastern District of Kentucky, the Company is converting to a limited liability company by filing a Certificate of Conversion and a Certificate of Formation with the Secretary of State of Delaware on May 9, 2002, pursuant to Section 18-214 of the Delaware Limited Liability Company Act (the "Act"); and

           WHEREAS, the Member desires to set forth herein the manner in which the Company, as a limited liability company, shall be governed and operated.

           NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the Member and any other Person or Entity admitted as a Member of the Company in accordance with this Agreement and the Delaware Act, intending to be legally bound hereby, agree as follows.

ARTICLE I
DEFINITIONS

          The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

           "Affiliate" of any specified Person shall mean any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

           "Agreement" shall mean this Operating Agreement as originally executed and as amended from time to time.

           "Capital Account" shall mean a financial account to be established and maintained by the Company for each Member as computed from time to time in accordance with the capital account maintenance rules set forth in Regulations Section 1.704-1(b)(2), as such Regulations may be amended from time to time.

           "Capital Contribution" shall mean the total amount of money or the net fair market value of property (as determined in good faith by the Members) contributed by each Member to the Company pursuant to the terms of this Agreement.

           "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

           "Company" shall mean AEI Resources, LLC, a Delaware limited liability company.

           "Company Minimum Gain" shall mean the amount determined in accordance with Regulations Section 1.704-2(d) by (i) computing with respect to each Nonrecourse Liability of the Company the amount of income or gain, if any, that would be realized by the Company if it disposed of the property securing such Nonrecourse Liability in full satisfaction thereof, and (ii) aggregating all separate amounts so computed.

           "Delaware Act" shall mean the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101, et seq., as same may be amended from time to time.

           "Distributable Cash" shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company's property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company's business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from Members, and (z) all funds set aside during such period for the creation or addition to such reserves as the Members deem necessary for the reasonable needs and prudent operation of the Company's business.

           "Entity" shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

           "Fiscal Year" shall mean the annual accounting period specified in Article X, Section 1 hereof.

           "Holding" shall mean (i) initially, AEI Holding Company, Inc., a Delaware corporation, and (ii) following the conversion of such Entity into a limited liability company under the Act, AEI Holding Company, LLC, a Delaware limited liability company.

           "Liquidating Trustee" shall mean Parent or such other Person appointed by Members owning a majority of the Ownership Percentages to act in the capacity provided in Article XII hereof.

           "Member" shall mean Parent and any other Person that hereafter is admitted as a Member.

           "Member Nonrecourse Debt" shall have the meaning ascribed to the term "partner nonrecourse debt" in Regulations Section 1.704-2(b)(4).

           "Member Nonrecourse Deductions" shall mean any and all items of loss, deduction or expenditure (described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Regulations Section 1.704-2(i)(2), are attributable to Member Nonrecourse Debt.

           "Membership Interest" shall mean a Member's entire interest in the Company, including such Member's share of the Profits, Losses and distributions of the Company, and the Member's right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement or the Delaware Act.

           "Minimum Gain Attributable to Member Nonrecourse Debt" shall have the meaning ascribed to the term "partner nonrecourse debt minimum gain" in Regulations Section 1.704-2(i)(2).

           "Nonrecourse Deductions" shall mean that amount determined in accordance with Regulations Section 1.704-2(b)(1).

           "Nonrecourse Liability" shall mean any liability of the Company treated as a nonrecourse liability under Regulations Section 1.704-2(b)(3).

           "Officer" shall mean any officer of the Company as set forth in Article VIII, Section 2.

           "Ownership Percentage" shall mean a Member's percentage interest in the Profits, Losses and distributions of the Company as adjusted under this Agreement. The initial Ownership Percentages are as follows:

Name of Member

Parent Ownership Percentage

100%

           "Parent" shall mean AEI Resources Holding, Inc. (or, following the anticipated change of name of such Entity, Horizon Natural Resources Company), a Delaware corporation.

           "Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

           "Profit or Loss" shall mean, for each Fiscal Year or other period, an amount equal to the Company's taxable income or loss for such Fiscal Year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

1. Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profit or Loss shall be added to such taxable income or loss;

2. Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profit or Loss, shall be subtracted from such taxable income or loss; and

3. Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Article VII, Section 2 hereof shall not be taken into account in computing Profit or Loss.

           "Regulations" shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II
ORGANIZATIONAL MATTERS

           1.   Name. The name of the Company shall initially be AEI Resources, LLC. As promptly as practicable following the effectiveness of this Agreement, the name of the Company shall be amended in order to delete the reference to "AEI"..

           2.   Principal Place of Business. The principal place of business of the Company is 2000 Ashland Drive, Ashland, Kentucky 41101. The Company may locate its places of business and registered office at any other place or places as the Members may from time to time deem advisable..

           3.   Registered Office and Registered Agent. The Company's initial registered agent within the State of Delaware is The Corporation Trust Company and the registered office of the Company with the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of Delaware pursuant to the Delaware Act and the applicable rules promulgated thereunder..

           4.   Term. The term of the Company as a limited liability company commenced on the date the Certificate of Conversion was filed with the Secretary of State of Delaware and shall continue until terminated in accordance with the provisions of this Agreement or the Delaware Act..

           5.   Tax Status. The undersigned intends for the Company to be treated as a partnership for federal income tax purposes if the Company has two or more members, and otherwise as an Entity that is disregarded as an Entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III
BUSINESS OF COMPANY

           The business the Company shall be authorized to conduct shall be (i) to own stock or membership interests in Holding and be a member of Holding, and (ii) to conduct any and all other activities that limited liability companies are authorized to conduct under the Delaware Act. The Company shall have all powers necessary to or reasonably connected with such business which may be legally exercised by limited liability companies under the Delaware Act.

ARTICLE IV
NAMES AND ADDRESSES OF MEMBERS

           The names and addresses of the Members are as follows:

Name of Member

Parent Address

2000 Ashland Drive
Ashland, Kentucky 41101

ARTICLE V
CONTRIBUTIONS TO THE COMPANY

           1.   Member's Capital Contributions. Simultaneously with the execution of this Agreement, the Member shall make the following Capital Contributions to the Company:

Member

Parent Capital Contribution

$100

           2.   Reimbursement of Expenses. The Company shall reimburse Parent for all direct out-of-pocket costs incurred in connection with the conversion of the Company to a limited liability company.

           3.   Third-Party Loans. In the event that the Members shall determine, at any time and from time to time, that the Company requires additional funds, the Members shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Members deem reasonable and appropriate under the circumstances.

           4.   Member Loans. In the event the Company is unable to obtain any third-party loans upon terms acceptable to the Members or the Members determine that the Company requires funds in addition to any amounts borrowed under Article V, Section 3 above, then the Members may make loans to the Company in such amounts and upon such terms and conditions authorized by the Members. Any loan made by a Member shall not be treated as a Capital Contribution for any purpose under this Agreement, nor shall any such loan entitle a Member to any increase in his or her share of the Profits, Losses, Distributable Cash or distributions of the Company. Any loan from a Member shall be repayable on the terms and conditions and shall bear interest as the rate agreed to by the lending Member and the remaining Members.

           5.   Additional Capital Contributions. The Members shall have the right to make additional Capital Contributions pursuant to the terms of this Article V, Section 5. If the Members determine unanimously by vote that the Company requires funds in connection with the conduct of the Company's business (including any expansion or diversification) in addition to any amounts borrowed under Article V, Sections 3 and 4 hereof, each Member shall make an additional Capital Contribution in accordance with such Member's Ownership Percentage.

           6.   Withdrawal or Reduction of Members' Contributions to Capital.

       (a)   No Member shall receive out of the Company's property any part of such Member's Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

       (b)    Each Member, irrespective of the nature of such Member's Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. No Member shall be entitled to interest on its Capital Contribution or to the return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of a Member shall not be considered as a liability of the Company.

ARTICLE VI
DISTRIBUTIONS

           1.   Distributions. The Distributable Cash of the Company shall be distributed at such times as may be determined by the Members, to the Members in accordance with their Ownership Percentages.

           2.   Dissolution. Notwithstanding Article VI, Section 1 hereof, upon dissolution of the Company provided in Article XII, Section 1 hereof, all distributions occurring thereafter shall be made in accordance with Article XII, Section 3.

           3.   Limitation Upon Distributions. No distributions shall be made to the Members if prohibited by the Delaware Act.

           4.   Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Members shall be treated as amounts distributed to the Members pursuant to this Article VI for all purposes under this Agreement.

           5.   Distributions of Other Property. The Members shall determine (a) whether any distributions, other than distributions of Distributable Cash, shall be made; and (b) the timing of such distributions, if any. Distributions of property to the Members, other than distributions in liquidation of all or a portion of a Member's Membership Interest, shall be made among the Members in accordance with their Ownership Percentages.

ARTICLE VII
ALLOCATIONS

          The Members agree that the provisions of this Article VII shall apply only in the event that there is more than one Member:

           1.   Profits and Losses. Any Profit or Loss realized by the Company for any Fiscal Year or other period shall be allocated among the Members in accordance with their respective Ownership Percentages. Notwithstanding the foregoing, no Loss shall be allocated to a Member to the extent it would cause or increase a deficit balance in such Member's Capital Account. In such case, the Loss shall be allocated to the Members with positive balances in their Capital Accounts in proportion to such balances, and appropriate adjustments shall be made to the allocation of subsequent Profit in order to offset the allocation of such Loss.

           2.   Regulatory Allocations. Notwithstanding Article VII, Section 1 above, the following special allocations shall be made for each Fiscal Year in the following order of descending priority:

       (a)    Company Minimum Gain. Except as otherwise provided in Regulations Section 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in proportion to and to the extent of, an amount equal to the portion of such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). This Article VII, Section 2(a) is intended to comply with the chargeback of items of income and gain requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

       (b)    Minimum Gain Attributable to Member Nonrecourse Debt. Except as otherwise provided in Regulations Section 1.704-2(i), if there is a net decrease in Minimum Gain Attributable to Member Nonrecourse Debt during any Fiscal Year, each Member with a share of Minimum Gain Attributable to Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the portion of such Member's share of the net decrease in the Minimum Gain Attributable to Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). This Article VII, Section 2(b) is intended to comply with the chargeback of items of income and gain requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

       (c)    Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4),(5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the adjusted capital account deficit (as such term is used in Regulations Section 1.704-1(b)(2)(ii)(d)) of such Member as quickly as possible, provided that an allocation pursuant to this Article VII, Section 2(c) shall be made only after all other allocations provided for in this Article VII have been tentatively made as if this Article VII, Section 2(c) were not in this Agreement. This Article VII, Section 2(c) is intended to constitute a "qualified income offset" within the meaning of Section 1.704-1(b)(2)(ii)(d)(3) of the Treasury Regulations and is to be interpreted to the extent possible to comply with the requirements of such Regulation as it may be amended or supplemented from time to time.

       (d)    Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be allocated to the Members in the same ratios that Profit is allocated for the Fiscal Year in accordance with Regulations Section 1.704-2(b)(1). If the Members determine in good faith that the Nonrecourse Deductions must be allocated in a different ratio to satisfy the safe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, then the Members shall revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

       (e)    Member Nonrecourse Deductions. Member Nonrecourse Deductions for any Fiscal Year shall be allocated one hundred percent (100%) to the Member that bears the economic risk of loss (as defined in Regulations Section 1.704-2(b)) with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss with respect to a Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such economic risk of loss.

           3.   Curative Allocations. The allocations set forth in Article VII, Sections 2(a) through 2(e) (the "Regulatory Allocations") are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2(b). Notwithstanding any other provisions of this Article VII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss, and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

           4.   Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder and Regulations Section 1.704-1(b)(4)(i), income, gain, loss and deduction (as computed for federal income tax purposes) with respect to any property contributed to the capital of the Company or otherwise revalued on the books of the Company shall, solely for federal income tax purposes, be allocated among the Members to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value as determined at the time of the contribution or revaluation. Any elections or other decisions relating to such tax allocations shall be made by vote of a majority in interest of the Members.

           5.   Code Section 754 Election. To the extent and at the times provided by law, the Company may, by majority in interest vote of the Members, elect in a timely manner pursuant to Section 754 of the Code and pursuant to corresponding provisions of applicable state and local tax laws, to adjust the basis of the assets of the Company pursuant to Sections 734 and 743 of the Code.

ARTICLE VIII
MANAGEMENT

           1.   Management. The business and affairs of the Company shall be managed by the Members in their capacity as Members of the Company. The Members, acting together or through any Member individually, shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. All actions of the Members on behalf of the Company shall be taken by unanimous vote of such Members.

           2.   Officers. Without limiting the power and authority given to the Members in Article VIII, Section 1, the Company shall have a Chief Executive Officer, a Chief Financial Officer and a Secretary, all of whom shall be appointed by the Members, and who shall serve at the pleasure of the Members. The Company may also have such other Officers as the Members may deem necessary, all of whom shall be appointed by the Members.

       (a)    The Chief Executive Officer shall:

(i) Be the chief executive officer of the Company and have general charge and authority over the business of the Company, subject to the direction of the Members;

(ii) Have authority to preside at all meetings of the Members;

(iii) Have authority acting alone, except as otherwise directed by the Members, to sign and deliver any document on behalf of the Company; and

(iv) Have such other powers and duties as the Members may assign.

       (b)    The Chief Financial Officer shall:

(i) Keep adequate and correct accounts of the Company's financial affairs and transactions;

(ii) Have authority acting alone, except as otherwise directed by the Members, to sign and deliver any document on behalf of the Company; and

(iii) Have such other duties and powers as the Members may assign.

       (c)    The Secretary shall:

(i) Issue notices of all meetings for which notice is required to be given;

(ii) Have responsibility for preparing minutes of the Members' meetings and for authenticating records of the Company;

(iii) Have charge of the Company's record books;

(iv) Have authority acting alone, except as otherwise directed by the Members, to sign and deliver any document on behalf of the Company; and

(v) Have such other duties and powers as the Members may assign.

       (d)    Other Officers and agents of the Company shall have such authority and perform such duties in the management of the Company as the Members may assign to them.

       (e)    The initial Officers of the Company shall be as follows:

Chief Executive Officer - Don Brown
Chief Financial Officer - Michael Nemser
Secretary - Julie Hudson

           3.   Liability for Certain Acts. Each Member and Officer shall act in a manner he, she or it believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Member or Officer shall be liable to the Company or its other Members for any action taken in managing the business or affairs of the Company if such Member or Officer performs the duties of his, her or its office in compliance with the standards contained in this Article VIII, Section 3 and the Delaware Act. No Member has guaranteed nor shall have any obligation with respect to the return of a Member's Capital Contributions or has guaranteed profits from the operation of the Company. No Member or Officer shall be liable to the Company or to any other Member for any loss or damage sustained by the Company or any Member except for (i) any loss or damage resulting from intentional misconduct or knowing violation of law or (ii) a transaction for which such Member or Officer received a personal benefit in violation or breach of the provisions of this Agreement. Each Member and Officer shall be entitled to rely on information, opinions, reports or statements, including but not limited to financial statements or other financial data prepared or presented in accordance with the provisions of Section 18-406 of the Delaware Act.

           4.   Bank Accounts. The Members and Officers may from time to time open bank accounts in the name of the Company.

           5.   Indemnity of Members, Officers, Employees and Other Agents. To the fullest extent permitted under the Delaware Act, the Company shall indemnify the Members and Officers and make advances for expenses to the Members and Officers with respect to such matters to the maximum extent permitted under applicable law. The Company shall indemnify its employees and other agents who are not Members or Officers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by a majority in interest vote of the Members.

           5.   Compensation. No Member shall be entitled to compensation for actions taken on behalf of the Company; however, Members shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE IX
RIGHTS AND OBLIGATIONS OF MEMBERS

           1.   Limitation on Liability. Each Member's liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law.

           2.   No Liability for Company Obligations. No Member will have any personal liability for any debts or losses of the Company beyond such Member's Capital Contribution, except as provided by law, relating to liability for wrongful distributions.

           3.   Priority and Return of Capital. Except as may be expressly provided herein, no Member shall have priority over any other Member, either as to the return of Capital Contributions or as to Profits, Losses or distributions. This Section shall not apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company.

           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 individual name or right, and each Member's interest in the Company shall be personal property for all purposes.

           5.   Certificates and Preemptive Rights. Membership Interests in the Company shall be evidenced by certificates. No Member or other Person or Entity shall have preemptive or similar rights with respect to the Membership Interests.

ARTICLE X
ACCOUNTING AND TAX MATTERS

           1.   Accounting Period. The Company's annual accounting period shall be the calendar year.

           2.   Records, Audits and Reports. At the expense of the Company, the Members shall maintain records and accounts of all operations and expenditures of the Company. In addition, the Company shall keep the following records at the principal place of business of the Company:

       (a)   A current list of the full name and last known address of each Member;

       (b)    Copies of records to enable a Member to determine the relative voting rights of the Members, if any;

       (c)   A copy of the Certificate of Formation of the Company and all amendments thereto;

       (d)    Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years;

       (e)   A copy of this Agreement, together with any amendments thereto; and

       (f)    Copies of any financial statements of the Company for the three most recent years.

           3.   Tax Returns. The Members shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company's Fiscal Year.

           4.   Tax Matters Partner. The "tax matters partner" of the Company for all purposes under the Code shall be Parent or such other Member as may be appointed as such by Parent from time to time.

ARTICLE XI
NONTRANSFERABILITY

           1.   Restrictions on Transfers. Notwithstanding any other provision in this Agreement, no Member shall transfer, sell, encumber, assign or otherwise dispose of any portion of his or her Membership Interest without the prior written consent of all Members. Any attempt by a Member to transfer any or all of his or her Membership Interest without the prior written consent shall be null and void and shall not be given effect for any purpose by the Company.

ARTICLE XII
DISSOLUTION AND TERMINATION

           1.   Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

       (a)    by the written agreement of Members owning a majority of the Ownership Percentages; or

       (b)    upon the death, insanity or bankruptcy of all of the Members (which in the case of a Member who is acting as a Member by virtue of being a trustee or subtrustee of a trust, shall be the termination of the trust (but not merely the substitution of a new trustee or subtrustee)).

           2.   Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the Delaware Act. Upon dissolution, the Members shall file a statement of commencement of winding up pursuant to the Delaware Act and publish the notice permitted by the Delaware Act.

           3.   Winding Up, Liquidation and Distribution of Assets.

       (a)    Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section. Parent shall act as the Liquidating Trustee, or, if Parent is unable to act as Liquidating Trustee, then Members owning a majority of the Ownership Percentages shall appoint the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

       (b)    Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Members all or any portion of the Company's assets in kind. If any assets are to be distributed in kind, the Liquidating Trustee shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member's Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article VII above.

       (c)    All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Members in an amount equal to the positive balances of their Capital Accounts in the proportion of such positive balances (after such Capital Accounts have been adjusted to reflect any Profits or Losses to be allocated to the Members in connection with the dissolution and liquidation of the Company); and

(iv) Thereafter, to the Members in accordance with their respective Ownership Percentages.

       (d)    Except as provided by law upon a "liquidation" within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

           4.   Certificate of Termination. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a Certificate of Cancellation shall be executed and filed with the Secretary of State of Delaware in accordance with Section 18-203 of the Delaware Act.

           5.   Return of Contribution; Nonrecourse Against Other Members. Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of his or her Capital Contribution. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

ARTICLE XIII
MISCELLANEOUS PROVISIONS

           1.   Notices. Any and all notices, offers, demands or elections required or permitted to be made under this Agreement ("Notices") shall be in writing, signed by the party giving such Notice, and shall be deemed given and effective (i) when hand-delivered (either in person by the party giving such notice, or by its designated agent, or by commercial courier) or (ii) on the third (3rd) business day (which term means a day when the United States Postal Service, or its legal successor ("Postal Service") is making regular deliveries of mail on all of its regularly appointed week-day rounds in New York City) following the day (as evidenced by proof of mailing) upon which such notice is deposited, postage pre-paid, certified mail, return receipt requested, with the Postal Service, and addressed to the other party at such party's respective address as set forth in Article IV hereof, or at such other address as the other party may hereafter designate by Notice.

           2.   Entire Contract. This Agreement shall constitute the entire contract between the parties and shall supersede any prior agreements and understandings.

           3.   Application of Delaware Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

           4.   Waiver of Right to Partition. Each of the parties hereto irrevocably waives during the term of the Company any right to maintain any action for partition with respect to the property of the Company.

           5.   Amendments. Any amendment to this Agreement shall be made in writing and signed by all Members.

           6.   Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

           7.   Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

           8.   Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

           9.   Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

           10.   No Partnership Intended for Nontax Purposes. The Members have formed the Company under the Delaware Act, and expressly do not intend hereby to form a partnership under either the Delaware Uniform Partnership Act nor the Delaware Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party for any purpose other than federal, state, local or foreign tax purposes. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

           11.   Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

           12.   Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

           13.   Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

           14.   Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

           15.   Further Assurances. Each Member hereby agrees to cooperate, and to execute and deliver in a timely fashion any and all additional documents necessary to effectuate the purposes of the Company and this Agreement.

[Remainder of Page Intentionally Left Blank]

          IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first written above.

AEI RESOURCES HOLDING, INC.


By: ______________________________
       Name:

EX-3

Exhibit 3.35(a)

ARTICLES OF INCORPORATION
OF
AEI COAL SALES COMPANY, INC.

           1.   Corporate Name. The Corporation's name shall be AEI Coal Sales Company, Inc.

           2.   Authorized Shares. The Corporation shall have authority to issue One Thousand (1,000) shares of no par value common stock.

           3.   Registered Office and Agent. The street address of the Corporation's initial registered office shall be 2700 Lexington Financial Center, Lexington, Kentucky 40507. The name of the Corporation's initial registered agent at that office shall be BTH Inc., Lexington.

           4.   Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

           5.   Incorporator. The name and mailing address of the incorporator are: Warren J. Hoffmann, 2700 Lexington Financial Center, Lexington, Kentucky 40507.

           6.   Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

           7.   Indemnification. Each person who is or becomes an executive officer or director of the Corporation may be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. The Corporation may indemnify and advance expenses to its executive officers or directors in connection with proceedings arising from that person’s conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

           8.   Limitation of Director Liability.

                    (a)   Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                    (b)    Nothing in Article 8 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                            (i)   Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                            (ii)   Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                            (iii)   Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                            (iv)   Any transaction from which the director derived an improper personal benefit.

/s/ Warren J. Hoffmann
Warren J. Hoffmann, Incorporator

Date: August 24, 1998

Prepared by:


/s/ Warren J. Hoffmann
Brown, Todd & Heyburn PLLC
2700 Lexington Financial Center
250 West Main Street
Lexington, Kentucky 40507-1749
(606) 231-0000

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION

          AEI Coal Sales Company, Inc., a corporation organized and existing under and by virtue of the Kentucky Business Corporation Act,

           DOES HEREBY CERTIFY:

           FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable the following amendment to the Articles of Incorporation of said corporation:

RESOLVED, that the Articles of Incorporation of AEI Coal Sales Company, Inc. be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

1. "The name of the corporation is Horizon Natural Resources Sales Company."

           SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of KRS 271B.7-040 AND KRS 271B.10-030.

           THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of the Kentucky Business Corporation Act.

          IN WITNESS WHEREOF, the Undersigned has executed this Certificate of Amendment to Articles of Incorporation, this 10th day of June, 2002.

AEI Coal Sales Company, Inc.


By: /s/ Michael F. Nemser

Name: Michael F. Nemser

Title: Chief Financial Officer

EX-3

Exhibit 3.35(b)

AMENDED AND RESTATED BYLAWS

OF

AEI COAL SALES COMPANY, INC.

1. Meetings of Shareholders

           1.1  Except as the Board of Directors may otherwise designate, the annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal office.

2. Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the majority vote of a quorum of shareholders who are present in person or by proxy at a meeting held to elect directors.

           2.2  Meetings of the Board of Directors may be called by the President/Chief Executive Officer or by any director.

           2.3  Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time and place of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting, or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. OFFICERS

           3.1  The Corporation shall have a President/Chief Executive Officer, a Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom shall be appointed by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it. All officers and employees of the Corporation shall report to, and otherwise be accountable to, the officers (the “Officers”) of AEI Coal Marketing & Development, LLC (“AEI Marketing”).

           3.2  The President shall have:

                      (a)  General charge and authority over the business of the Corporation, subject to the direction of the Officers;

                      (b)  Authority to preside at all meetings of the shareholders and of the Board of Directors;

                      (c)  Authority acting alone, except as otherwise directed by the Officers, to sign and deliver any document on behalf of the Corporation, including, without limitation, any deed conveying title to any real estate owned by the Corporation and any contract for the sale or other disposition of any such real estate; provided, however, that neither the president nor any other officer of the Corporation shall enter into any coal supply agreement (i) for a period of more than ninety (90) days, or (ii) which involves an aggregate dollar amount exceeding Five Hundred Thousand Dollars ($500,000.00) without the prior approval of AEI Marketing, and;

                      (d)  Such other powers and duties as the Officers may assign.

           3.3  The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President/Chief Executive Officer in his absence. The Vice Presidents shall have such other powers and duties as the Officers or the President/Chief Executive Officer may assign to them.

           3.4  The Secretary shall:

                      (a)  Issue notices of all meetings for which notice is required to be given;

                      (b)  Have responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the Corporation;

                      (c)  Have charge of the corporate record books; and

                      (d)  Have such other duties and powers as the Officers or the President/Chief Executive Officer may assign.

           3.5  The Treasurer shall:

                      (a)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (b)  Have such other duties and powers as the Officers or the President/Chief Executive Officer may assign.

           3.6  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Officers or the President/Chief Executive Officer may assign.

4. Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President/Chief Executive Officer.

           4.2  Certificates representing shares of the Corporation shall be signed (either manually or in facsimile) by the President/Chief Executive Officer and by the Secretary or Treasurer.

           4.3  Transfer of shares shall be made only on the stock transfer books of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.36(b)

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

AEI HOLDIN COMPANY, LLC

          Membership Interests in the Company have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or under the securities laws of any state. Without such registration, Membership Interests may not be sold, pledged, hypothecated, or otherwise transferred by a Member at any time whatsoever, except upon delivery to the Company of an opinion of counsel satisfactory to the Company that such registration is not required for such transfer and/or the submission to the Company of such other evidence as may be satisfactory to the Company to the effect that such transfer will not violate the Securities Act of 1933, as amended, and/or applicable state securities laws, and/or any rule or regulation promulgated thereunder. In addition, any sale or other transfer of Membership Interests is subject to certain restrictions that are set forth in this Agreement.

          THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of AEI HOLDING COMPANY, LLC (the "Company"), a Delaware limited liability company, is made and entered into as of May 9, 2002, by AEI RESOURCES, LLC ("Parent") and such other Persons (as hereinafter defined) or Entities (as hereinafter defined) as may be admitted from time to time as members of the Company in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

          As used in this Agreement, the term "Member" shall mean Parent (so long as it is a member of the Company) or any other Person or Entity who is admitted as a member of the Company in accordance with this Agreement and the Delaware Act, and the term "Members" (whether one or more) shall mean Parent (so long as it is a member of the Company) and any other Person or Entity admitted as a member of the Company in accordance with this Agreement and the Delaware Act.

W I T N E S S E T H:

          WHEREAS, the Company was formed as a corporation in the State of Delaware by the filing of a Certificate of Incorporation with the Secretary of State of Delaware on September 19, 1997; and

          WHEREAS, in accordance with Section 6.10 of the Joint Plan of Reorganization of AEI Resources Holding, Inc. and its subsidiaries (including the Company) under Chapter 11 of the United States Bankruptcy Code, confirmed by Order of the United States Bankruptcy Court for the Eastern District of Kentucky, the Company is converting to a limited liability company by filing a Certificate of Conversion and a Certificate of Formation with the Secretary of State of Delaware on May 9, 2002, pursuant to Section 18-214 of the Delaware Limited Liability Company Act (the "Act"); and

           WHEREAS, the Member desires to set forth herein the manner in which the Company, as a limited liability company, shall be governed and operated.

          NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the Member and any other Person or Entity admitted as a Member of the Company in accordance with this Agreement and the Delaware Act, intending to be legally bound hereby, agree as follows.

ARTICLE I
DEFINITIONS

          The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.

          "Affiliate" of any specified Person shall mean any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

          "Agreement" shall mean this Operating Agreement as originally executed and as amended from time to time.

          "Capital Account" shall mean a financial account to be established and maintained by the Company for each Member as computed from time to time in accordance with the capital account maintenance rules set forth in Regulations Section 1.704-1(b)(2), as such Regulations may be amended from time to time.

          "Capital Contribution" shall mean the total amount of money or the net fair market value of property (as determined in good faith by the Members) contributed by each Member to the Company pursuant to the terms of this Agreement.

          "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

          "Company" shall mean AEI Holding Company, LLC, a Delaware limited liability company.

          "Company Minimum Gain" shall mean the amount determined in accordance with Regulations Section 1.704-2(d) by (i) computing with respect to each Nonrecourse Liability of the Company the amount of income or gain, if any, that would be realized by the Company if it disposed of the property securing such Nonrecourse Liability in full satisfaction thereof, and (ii) aggregating all separate amounts so computed.

          "Delaware Act" shall mean the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101, et seq., as same may be amended from time to time.

          "Distributable Cash" shall mean, with respect to any period, all cash (i) derived by the Company from normal business operations, (ii) received as proceeds from any Company financing, refinancing or other extraordinary event (including cash received from the sale of all or substantially all the Company's property) or (iii) withdrawn from reserves during such period, minus (w) all expenses (other than depreciation and other similar noncash expenses) incurred incident to the normal operation of the Company's business, (x) all capital expenditures made during such period, (y) all payments of principal and interest made during such period with respect to Company loans, including loans from Members, and (z) all funds set aside during such period for the creation or addition to such reserves as the Members deem necessary for the reasonable needs and prudent operation of the Company's business.

           "Entity" shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

          "Fiscal Year" shall mean the annual accounting period specified in Article X, Section 1 hereof.

          "Liquidating Trustee" shall mean Parent or such other Person appointed by Members owning a majority of the Ownership Percentages to act in the capacity provided in Article XII hereof.

          "Member" shall mean Parent and any other Person that hereafter is admitted as a Member.

           "Member Nonrecourse Debt" shall have the meaning ascribed to the term "partner nonrecourse debt" in Regulations Section 1.704-2(b)(4).

          "Member Nonrecourse Deductions" shall mean any and all items of loss, deduction or expenditure (described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Regulations Section 1.704-2(i)(2), are attributable to Member Nonrecourse Debt.

          "Membership Interest" shall mean a Member's entire interest in the Company, including such Member's share of the Profits, Losses and distributions of the Company, and the Member's right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement or the Delaware Act.

          "Minimum Gain Attributable to Member Nonrecourse Debt" shall have the meaning ascribed to the term "partner nonrecourse debt minimum gain" in Regulations Section 1.704-2(i)(2).

           "Nonrecourse Deductions" shall mean that amount determined in accordance with Regulations Section 1.704-2(b)(1).

          "Nonrecourse Liability" shall mean any liability of the Company treated as a nonrecourse liability under Regulations Section 1.704-2(b)(3).

          "Officer" shall mean any officer of the Company as set forth in Article VIII, Section 2.

          "Ownership Percentage" shall mean a Member's percentage interest in the Profits, Losses and distributions of the Company as adjusted under this Agreement. The initial Ownership Percentages are as follows:

Name of Member

Parent Ownership Percentage

100%

           "Parent" shall mean AEI Resources, LLC, a Delaware limited liability company (formerly AEI Resources, Inc., a Delaware corporation).

          "Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of any such Person where the context so permits.

          "Profit or Loss" shall mean, for each Fiscal Year or other period, an amount equal to the Company's taxable income or loss for such Fiscal Year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

1. Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profit or Loss shall be added to such taxable income or loss;

2. Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profit or Loss, shall be subtracted from such taxable income or loss; and

3. Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Article VII, Section 2 hereof shall not be taken into account in computing Profit or Loss.

          "Regulations" shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II
ORGANIZATIONAL MATTERS

          1. Name. The name of the Company shall initially be AEI Holding Company, LLC. As promptly as practicable following the effectiveness of this Agreement, the name of the Company shall be amended in order to delete the reference to "AEI".

          2. Principal Place of Business. The principal place of business of the Company is 2000 Ashland Drive, Ashland, Kentucky 41101. The Company may locate its places of business and registered office at any other place or places as the Members may from time to time deem advisable.

          3. Registered Office and Registered Agent. The Company's initial registered agent within the State of Delaware is The Corporation Trust Company and the registered office of the Company with the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of Delaware pursuant to the Delaware Act and the applicable rules promulgated thereunder.

          4. Term. The term of the Company as a limited liability company commenced on the date the Certificate of Conversion was filed with the Secretary of State of Delaware and shall continue until terminated in accordance with the provisions of this Agreement or the Delaware Act.

          5. Tax Status. The undersigned intends for the Company to be treated as a partnership for federal income tax purposes if the Company has two or more members, and otherwise as an Entity that is disregarded as an Entity separate from its owner for federal income tax purposes pursuant to Regulations Section 301.7701-3.

ARTICLE III
BUSINESS OF COMPANY

          The business the Company shall be authorized to conduct shall be to conduct any and all activities that limited liability companies are authorized to conduct under the Delaware Act. The Company shall have all powers necessary to or reasonably connected with such business which may be legally exercised by limited liability companies under the Delaware Act.

ARTICLE IV
NAMES AND ADDRESSES OF MEMBERS

          The names and addresses of the Members are as follows:

Name

Parent Address

2000 Ashland Drive
Ashland, Kentucky 41101

ARTICLE V
CONTRIBUTIONS TO THE COMPANY

          1. Member's Capital Contributions. Simultaneously with the execution of this Agreement, the Member shall make the following Capital Contributions to the Company:

Member

Parent Capital Contribution

$100

          2. Reimbursement of Expenses. The Company shall reimburse Parent for all direct out-of-pocket costs incurred in connection with the conversion of the Company to a limited liability company.

          3. Third-Party Loans. In the event that the Members shall determine, at any time and from time to time, that the Company requires additional funds, the Members shall have the right to cause the Company to borrow additional funds from a third-party lender upon such terms and conditions as the Members deem reasonable and appropriate under the circumstances.

          4. Member Loans. In the event the Company is unable to obtain any third-party loans upon terms acceptable to the Members or the Members determine that the Company requires funds in addition to any amounts borrowed under Article V, Section 3 above, then the Members may make loans to the Company in such amounts and upon such terms and conditions authorized by the Members. Any loan made by a Member shall not be treated as a Capital Contribution for any purpose under this Agreement, nor shall any such loan entitle a Member to any increase in his or her share of the Profits, Losses, Distributable Cash or distributions of the Company. Any loan from a Member shall be repayable on the terms and conditions and shall bear interest as the rate agreed to by the lending Member and the remaining Members.

          5. Additional Capital Contributions. The Members shall have the right to make additional Capital Contributions pursuant to the terms of this Article V, Section 5. If the Members determine unanimously by vote that the Company requires funds in connection with the conduct of the Company's business (including any expansion or diversification) in addition to any amounts borrowed under Article V, Sections 3 and 4 hereof, each Member shall make an additional Capital Contribution in accordance with such Member's Ownership Percentage.

          6. Withdrawal or Reduction of Members' Contributions to Capital.

          (a) No Member shall receive out of the Company's property any part of such Member's Capital Contribution until all liabilities of the Company have been paid or there remains property of the Company sufficient to pay them.

          (b) Each Member, irrespective of the nature of such Member's Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution. No Member shall be entitled to interest on its Capital Contribution or to the return of its Capital Contribution, except as otherwise specifically provided for herein. The Capital Contribution of a Member shall not be considered as a liability of the Company.

ARTICLE VI
DISTRIBUTIONS

          1. Distributions. The Distributable Cash of the Company shall be distributed at such times as may be determined by the Members, to the Members in accordance with their Ownership Percentages.

          2. Dissolution. Notwithstanding Article VI, Section 1 hereof, upon dissolution of the Company provided in Article XII, Section 1 hereof, all distributions occurring thereafter shall be made in accordance with Article XII, Section 3.

          3. Limitation Upon Distributions. No distributions shall be made to the Members if prohibited by the Delaware Act.

          4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state, local or other tax law with respect to any payment or distribution to the Members shall be treated as amounts distributed to the Members pursuant to this Article VI for all purposes under this Agreement.

          5. Distributions of Other Property. The Members shall determine (a) whether any distributions, other than distributions of Distributable Cash, shall be made; and (b) the timing of such distributions, if any. Distributions of property to the Members, other than distributions in liquidation of all or a portion of a Member's Membership Interest, shall be made among the Members in accordance with their Ownership Percentages.

ARTICLE VII
ALLOCATIONS

          The Members agree that the provisions of this Article VII shall apply only in the event that there is more than one Member:

          1. Profits and Losses. Any Profit or Loss realized by the Company for any Fiscal Year or other period shall be allocated among the Members in accordance with their respective Ownership Percentages. Notwithstanding the foregoing, no Loss shall be allocated to a Member to the extent it would cause or increase a deficit balance in such Member's Capital Account. In such case, the Loss shall be allocated to the Members with positive balances in their Capital Accounts in proportion to such balances, and appropriate adjustments shall be made to the allocation of subsequent Profit in order to offset the allocation of such Loss.

          2. Regulatory Allocations. Notwithstanding Article VII, Section 1 above, the following special allocations shall be made for each Fiscal Year in the following order of descending priority:

          (a) Company Minimum Gain. Except as otherwise provided in Regulations Section 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in proportion to and to the extent of, an amount equal to the portion of such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). This Article VII, Section 2(a) is intended to comply with the chargeback of items of income and gain requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

          (b) Minimum Gain Attributable to Member Nonrecourse Debt. Except as otherwise provided in Regulations Section 1.704-2(i), if there is a net decrease in Minimum Gain Attributable to Member Nonrecourse Debt during any Fiscal Year, each Member with a share of Minimum Gain Attributable to Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the portion of such Member's share of the net decrease in the Minimum Gain Attributable to Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). This Article VII, Section 2(b) is intended to comply with the chargeback of items of income and gain requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

          (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4),(5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the adjusted capital account deficit (as such term is used in Regulations Section 1.704-1(b)(2)(ii)(d)) of such Member as quickly as possible, provided that an allocation pursuant to this Article VII, Section 2(c) shall be made only after all other allocations provided for in this Article VII have been tentatively made as if this Article VII, Section 2(c) were not in this Agreement. This Article VII, Section 2(c) is intended to constitute a "qualified income offset" within the meaning of Section 1.704-1(b)(2)(ii)(d)(3) of the Treasury Regulations and is to be interpreted to the extent possible to comply with the requirements of such Regulation as it may be amended or supplemented from time to time.

          (d) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be allocated to the Members in the same ratios that Profit is allocated for the Fiscal Year in accordance with Regulations Section 1.704-2(b)(1). If the Members determine in good faith that the Nonrecourse Deductions must be allocated in a different ratio to satisfy the safe harbor requirements of the Regulations promulgated under Section 704(b) of the Code, then the Members shall revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

          (e) Member Nonrecourse Deductions. Member Nonrecourse Deductions for any Fiscal Year shall be allocated one hundred percent (100%) to the Member that bears the economic risk of loss (as defined in Regulations Section 1.704-2(b)) with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss with respect to a Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such economic risk of loss.

          3. Curative Allocations. The allocations set forth in Article VII, Sections 2(a) through 2(e) (the "Regulatory Allocations") are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2(b). Notwithstanding any other provisions of this Article VII (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss, and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

          4. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder and Regulations Section 1.704-1(b)(4)(i), income, gain, loss and deduction (as computed for federal income tax purposes) with respect to any property contributed to the capital of the Company or otherwise revalued on the books of the Company shall, solely for federal income tax purposes, be allocated among the Members to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value as determined at the time of the contribution or revaluation. Any elections or other decisions relating to such tax allocations shall be made by vote of a majority in interest of the Members.

          5. Code Section 754 Election. To the extent and at the times provided by law, the Company may, by majority in interest vote of the Members, elect in a timely manner pursuant to Section 754 of the Code and pursuant to corresponding provisions of applicable state and local tax laws, to adjust the basis of the assets of the Company pursuant to Sections 734 and 743 of the Code.

ARTICLE VIII
MANAGEMENT

          1. Management. The business and affairs of the Company shall be managed by the Members in their capacity as Members of the Company. The Members, acting together or through any Member individually, shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. All actions of the Members on behalf of the Company shall be taken by unanimous vote of such Members.

          2. Officers. Without limiting the power and authority given to the Members in Article VIII, Section 1, the Company shall have a Chief Executive Officer, a Chief Financial Officer and a Secretary, all of whom shall be appointed by the Members, and who shall serve at the pleasure of the Members. The Company may also have such other Officers as the Members may deem necessary, all of whom shall be appointed by the Members.

          (a)           The Chief Executive Officer shall:

(i) Be the chief executive officer of the Company and have general charge and authority over the business of the Company, subject to the direction of the Members;

(ii) Have authority to preside at all meetings of the Members;

(iii) Have authority acting alone, except as otherwise directed by the Members, to sign and deliver any document on behalf of the Company; and

(iv) Have such other powers and duties as the Members may assign.

          (b)           The Chief Financial Officer shall:

(i) Keep adequate and correct accounts of the Company's financial affairs and transactions;

(ii) Have authority acting alone, except as otherwise directed by the Members, to sign and deliver any document on behalf of the Company; and

(iii) Have such other duties and powers as the Members may assign.

          (c)           The Secretary shall:

(i) Issue notices of all meetings for which notice is required to be given;

(ii) Have responsibility for preparing minutes of the Members' meetings and for authenticating records of the Company;

(iii) Have charge of the Company's record books;

(iv) Have authority acting alone, except as otherwise directed by the Members, to sign and deliver any document on behalf of the Company; and

(v) Have such other duties and powers as the Members may assign.

          (d)           Other Officers and agents of the Company shall have such authority and perform such duties in the management of the Company as the Members may assign to them.

          (e)           The initial Officers of the Company shall be as follows:;

Chief Executive Officer - Don Brown
Chief Financial Officer - Michael Nemser
Secretary - Julie Hudson

          3. Liability for Certain Acts. Each Member and Officer shall act in a manner he, she or it believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Member or Officer shall be liable to the Company or its other Members for any action taken in managing the business or affairs of the Company if such Member or Officer performs the duties of his, her or its office in compliance with the standards contained in this Article VIII, Section 3 and the Delaware Act. No Member has guaranteed nor shall have any obligation with respect to the return of a Member's Capital Contributions or has guaranteed profits from the operation of the Company. No Member or Officer shall be liable to the Company or to any other Member for any loss or damage sustained by the Company or any Member except for (i) any loss or damage resulting from intentional misconduct or knowing violation of law or (ii) a transaction for which such Member or Officer received a personal benefit in violation or breach of the provisions of this Agreement. Each Member and Officer shall be entitled to rely on information, opinions, reports or statements, including but not limited to financial statements or other financial data prepared or presented in accordance with the provisions of § 18-406 of the Delaware Act.

          4. Bank Accounts. The Members and Officers may from time to time open bank accounts in the name of the Company.

          5. Indemnity of Members, Officers, Employees and Other Agents. To the fullest extent permitted under the Delaware Act, the Company shall indemnify the Members and Officers and make advances for expenses to the Members and Officers with respect to such matters to the maximum extent permitted under applicable law. The Company shall indemnify its employees and other agents who are not Members or Officers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by a majority in interest vote of the Members.

          6. Compensation. No Member shall be entitled to compensation for actions taken on behalf of the Company; however, Members shall be reimbursed for all reasonable expenses incurred on behalf of the Company.

ARTICLE IX
RIGHTS AND OBLIGATIONS OF MEMBERS

          1. Limitation on Liability. Each Member's liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law.

          2. No Liability for Company Obligations. No Member will have any personal liability for any debts or losses of the Company beyond such Member's Capital Contribution, except as provided by law, relating to liability for wrongful distributions.

          3. Priority and Return of Capital. Except as may be expressly provided herein, no Member shall have priority over any other Member, either as to the return of Capital Contributions or as to Profits, Losses or distributions. This Section shall not apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company.

          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 individual name or right, and each Member's interest in the Company shall be personal property for all purposes.

          5. Certificates and Preemptive Rights. Membership Interests in the Company shall be evidenced by certificates. No Member or other Person or Entity shall have preemptive or similar rights with respect to the Membership Interests.

ARTICLE X
ACCOUNTING AND TAX MATTERS

          1. Accounting Period. The Company's annual accounting period shall be the calendar year.

          2. Records, Audits and Reports. At the expense of the Company, the Members shall maintain records and accounts of all operations and expenditures of the Company. In addition, the Company shall keep the following records at the principal place of business of the Company:

          (a) A current list of the full name and last known address of each Member;

          (b) Copies of records to enable a Member to determine the relative voting rights of the Members, if any;

          (c) A copy of the Certificate of Formation of the Company and all amendments thereto;

          (d) Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years;

          (e) A copy of this Agreement, together with any amendments thereto; and

          (f) Copies of any financial statements of the Company for the three most recent years.

          3. Tax Returns. The Members shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company's Fiscal Year.

          4. Tax Matters Partner. The "tax matters partner" of the Company for all purposes under the Code shall be Parent or such other Member as may be appointed as such by Parent from time to time.

ARTICLE XI
NONTRANSFERABILITY

          1. Restrictions on Transfers. Notwithstanding any other provision in this Agreement, no Member shall transfer, sell, encumber, assign or otherwise dispose of any portion of his or her Membership Interest without the prior written consent of all Members. Any attempt by a Member to transfer any or all of his or her Membership Interest without the prior written consent shall be null and void and shall not be given effect for any purpose by the Company.

ARTICLE XII
DISSOLUTION AND TERMINATION

          1. Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

          (a) by the written agreement of Members owning a majority of the Ownership Percentages; or

          (b) upon the death, insanity or bankruptcy of all of the Members (which in the case of a Member who is acting as a Member by virtue of being a trustee or subtrustee of a trust, shall be the termination of the trust (but not merely the substitution of a new trustee or subtrustee)).

          2. Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by the Delaware Act. Upon dissolution, the Members shall file a statement of commencement of winding up pursuant to the Delaware Act and publish the notice permitted by the Delaware Act.

          3. Winding Up, Liquidation and Distribution of Assets.

          (a)           Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section. Parent shall act as the Liquidating Trustee, or, if Parent is unable to act as Liquidating Trustee, then Members owning a majority of the Ownership Percentages shall appoint the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.

          (b)           Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Members all or any portion of the Company's assets in kind. If any assets are to be distributed in kind, the Liquidating Trustee shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member's Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article VII above.

          (c)           All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:

(i) First, to the creditors of the Company;

(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(iii) Third, to the Members in an amount equal to the positive balances of their Capital Accounts in the proportion of such positive balances (after such Capital Accounts have been adjusted to reflect any Profits or Losses to be allocated to the Members in connection with the dissolution and liquidation of the Company); and

Thereafter, to the Members in accordance with their respective Ownership Percentages.

          (d)            Except as provided by law upon a "liquidation" within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

          4. Certificate of Termination. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a Certificate of Cancellation shall be executed and filed with the Secretary of State of Delaware in accordance with Section 18-203 of the Delaware Act.

          5. Return of Contribution; Nonrecourse Against Other Members. Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of his or her Capital Contribution. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

ARTICLE XIII
MISCELLANEOUS PROVISIONS

          1. Notices. Any and all notices, offers, demands or elections required or permitted to be made under this Agreement ("Notices") shall be in writing, signed by the party giving such Notice, and shall be deemed given and effective (i) when hand-delivered (either in person by the party giving such notice, or by its designated agent, or by commercial courier) or (ii) on the third (3rd) business day (which term means a day when the United States Postal Service, or its legal successor ("Postal Service") is making regular deliveries of mail on all of its regularly appointed week-day rounds in New York City) following the day (as evidenced by proof of mailing) upon which such notice is deposited, postage pre-paid, certified mail, return receipt requested, with the Postal Service, and addressed to the other party at such party's respective address as set forth in Article IV hereof, or at such other address as the other party may hereafter designate by Notice.

          2. Entire Contract. This Agreement shall constitute the entire contract between the parties and shall supersede any prior agreements and understandings.

          3. Application of Delaware Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

          4. Waiver of Right to Partition. Each of the parties hereto irrevocably waives during the term of the Company any right to maintain any action for partition with respect to the property of the Company.

          5. Amendments. Any amendment to this Agreement shall be made in writing and signed by all Members.

          6. Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

          7. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

          8. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

          9. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

          10. No Partnership Intended for Nontax Purposes. The Members have formed the Company under the Delaware Act, and expressly do not intend hereby to form a partnership under either the Delaware Uniform Partnership Act nor the Delaware Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party for any purpose other than federal, state, local or foreign tax purposes. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

          11. Waiver. No provision of this Agreement will be deemed to have been waived except if such waiver is contained in a written instrument executed by the party against which such waiver is to be enforced, and no such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against the other parties hereto.

          12. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

          13. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

          14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

          15. Further Assurances. Each Member hereby agrees to cooperate, and to execute and deliver in a timely fashion any and all additional documents necessary to effectuate the purposes of the Company and this Agreement.

[Remainder of Page Intentionally Left Blank]

          IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first written above.

AEI RESOURCES, LLC

          By its Sole Member,
          AEI RESOURCES HOLDING, INC.


                                                                
          Name:
          Title:

EX-3

Exhibit 3.37(a)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF IKERD-BANDY COMPANY, INC.

          Pursuant to the provisions of KRS 271A.295, et. seq., the undersigned corporation executes these Restated and Amended Articles of Incorporation and states that the name of the corporation is Ikerd-Bandy Company, Inc., and the following designated amendment to the Articles of Incorporation were adopted by the shareholders of the corporation on November 15, 1985, in the manner prescribed by the Kentucky Business Corporation Act.

KNOW ALL MEN BY THESE PRESENTS:

           Article I. That we Frank Ikerd, Jr., Edsel Bandy, and Jerry S. Ikerd, of Pineville, Bell County, Kentucky, do associate to form a corporation under the laws of the State of Kentucky.

           Article II. The corporation hereby proposed?hereby proposed to be organized shall be named and known as the Ikerd-Bandy Company, Inc., by which name is may contract and be contracted with, sue and be sued.

           Article III. The principal office and place of business of said corporation shall be Walnut Street, Pineville, Bell County, Kentucky.

          Article IV. The nature of the business proposed to be transacted, promoted and carried on by said corporation shall be formed for the purpose of all types and manners of mining coal and dealing in coal, coke and kindred products, and the doing of all things necessary and incident thereto; with power to purchase, sell and lease suitable mineral land and other real estate for the transaction of its business; and the transaction of any or all lawful business for which corporations may be incorporated under Chapter 271A of the Kentucky Revised Statutes.

          Article V. The capital stock of the company shall be $56,200.00 which shall be represented by one million shares of no par common stock. The shareholders of the corporation shall be entitled to no preemptive rights to acquire additional shares of common stock.

           Article VI. [deleted]

          Article VII. The corporation shall commence business as soon as practicable after these Articles are filed in the County Clerk’s office of Bell County, and in the office of the Secretary of State of Kentucky, and after 50% of the capital stock of said corporation has been in good faith subscribed, and all such subscriptions certified to the Secretary of State of Kentucky. The duration of the corporation shall be perpetual.

          Article VIII. The affairs and business of the corporation shall be conducted by a Board of Directors elected by the shareholders. The Board of Directors shall have power to make al such By-Laws and rules to regulate the business and affairs of the corporation as will not be inconsistent with the provisions of these Articles of Incorporation or the laws of Kentucky.

           Article IX. [deleted]

           Article X. The private property of the stockholders shall not be subject to the payment of the debts of the corporation.

           Article XI. Robert R. R. Boone, attorney of Pikeville, Kentucky, is designated agent for process of this corporation.

          Except for the designated amendments, the foregoing Restates Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended, and the Restated Articles of Incorporation together with the designated amendment supersede the original Articles of Incorporation and all amendments thereto.

          The number of shares of the corporation outstanding at the time of such adoption was 24.5; and the number of shares entitled to vote thereon was 24.5.

          The number of shares voted for such amendment was 24.5; and the number of shares voted against such amendment was zero.

          The corporation shall issue or cause to be issued to the persons lawfully entitled thereto, 3,333.34 of such new authorized capital stock of the corporation of the same class and without par value for each one share of present outstanding capital stock of the corporation held by them upon the surrender of the certificates for share of such present outstanding capital stock.

          The amendment to the Articles of Incorporation whereby the authorized capital stock of the corporation is increased to number one million shares of common no par value stock shall not change the amount of stated capital which shall remain at $56,200.00.

           Dated November 15, 1985.

IKERD-BANDY COMPANY, INC.

By: /s/ Frank Ikerd, Jr.
       President


By: /s/ J. J. Kocian
       Secretary

COMMONWEALTH OF KENTUCKY

COUNTY OF FAYETTE )

)

          I, the undersigned Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that Frank Ikerd, Jr. as President and J. J. Kocian as Secretary personally appeared before me, and after having been duly sworn, declared and acknowledged and verified the foregoing Amended and Restated Articles of Incorporation of Ikerd-Bandy Company, Inc. as of the 15th day of November, 1985.

          My Commission Expires: 5/23/88

/s/ Patricia E. Hart
Notary Public

THIS INSTRUMENT WAS PREPARED BY:

/s/ Joe Terry
Wyatt, Tarrant & Combs
1100 Kincaid Towers
Lexington, Kentukcy 40507
(606) 233-2012

ARTICLES OF AMENDMENT
TO THE RESTATED
ARTICLES OF INCORPORATION
OF
IKERD-BANDY CO., INC.

           Pursuant to the provisions of KRS 271A.305, the undersigned corporation executes these Articles of Amendment to its Articles of Incorporation:

           FIRST: The name of the corporation is Ikerd-Bandy Company, Inc.

           SECOND: The following amendment to the Restated Articles of Incorporation were adopted by the shareholders of the corporation on November 20, 1986 in the manner prescribed by the Kentucky Business Corporation Act:

           ARTICLE I: The Corporation hereby proposed to be organized shall be named and known as the Ikerd-Bandy Co., Inc., by which name it may contract and be contracted with, sue and be sued.

           THIRD: The number of shares of the corporation outstanding at the time of such adoption was 81,668; and the number of shares entitled to vote thereon was 81,668.

           FOURTH: The number of shares voted for such amendment was 81,668; and the number of shares voted against such amendment was none.

           Dated November 20, 1986.

IKERD-BANDY CO., INC.


By /s/ J.J. Kocian
       President


By /s/ Bert Koenig
       Secretary

STATE OF KENTUCKY

COUNTY OF PULASKI
SS

          I, a notary public, do hereby certify that on this 21st day of November, 1986, James J. Kocian personally appeared before me, who, being duly sworn, declared that he is the President of Ikerd-Bandy CO., Inc., that he signed the foregoing document as President of the corporation, and that the statements contained therein are true.

          My Commission Expires: May 17, 1989

/s/ Doris F. Crump
NOTARY PUBLIC

STATE OF KENTUCKY

COUNTY OF PULASKI
SS

          I, a notary public, do hereby certify that on this 21st day of November, 1986, Bert Koenig personally appeared before me, who, being duly sworn, declared that he is the Secretary of Ikerd-Bandy CO., Inc., that he signed the foregoing document as President of the corporation, and that the statements contained therein are true.

          My Commission Expires: May 17, 1989

/s/ Doris F. Crump
NOTARY PUBLIC

THIS INSTRUMENT PREPARED BY

/s/ illegible
WYATT, TARRANT & COMBS
1100 Kincaid Towers
Lexington, Kentucky 40507
(606) 233-2012

STATEMENT OF
CANCELLATION OF REACQUIRED SHARES
OF
IKERD-BANDY CO. INC.

          Pursuant to the provisions of KRS 271A.340, the undersigned corporation executes the following Statement of Cancellation, by resolution of its board of directors, of shares of the corporation reacquired by it, other than redeemable shares redeemed or purchased:

           FIRST: The name of the corporation is Ikerd Bandy Co., Inc.

           SECOND: The number of reacquired shares of the corporation cancelled by resolution duly adopted by the board of directors of the corporation on September 30, 1987, is:

Common Stock 918,332 shares

           THIRD: The aggregate number of issued shares of the corporation after giving effect to such cancellation is:

Common Stock
(Immediately upon cancellation)
81,666 shares,

           FOURTH: The amount of the stated capital of the corporation after giving effect to such cancellation is Fifty-six Thousand Two Hundred Dollars ($56,200.00).

Dated as of October 1, 1987.

IKERD-BANDY CO., INC.

By: /s/ William N. Rich
President

By: /s/ Bert Koenig
Secretary

STATE OF KENTUCKY

COUNTY OF PULASKI
SS

          I, a notary public, do hereby certify that on this 1st day of October, 1987, William N. Rich personally appeared before me, who, being duly sworn, declared that he is the President of Ikerd Bandy Co., Inc., that he signed the foregoing document as President of the corporation, and that the statements contained therein are true.

          My commission expires: May 17, 1989

/s/ Doris F. Crump
NOTARY PUBLIC

STATE OF KENTUCKY

COUNTY OF PULASKI
SS

          I, a notary public, do hereby certify that on this 1st day of October, 1987, Bert I. Koenig personally appeared before me, who, being duly sworn, declared that he is the Secretary of Ikerd Bandy Co., Inc., that he signed the foregoing document as President of the corporation, and that the statements contained therein are true.

          My commission expires: May 17, 1989

/s/ Doris F. Crump
NOTARY PUBLIC

PREPARED BY:

WYATT, TARRANT & COMBS
Lexington Financial Center
250 West Main Street
Lexington, Kentucky 40507
(606) 233-2012

EX-3

Exhibit 3.37(b)

AMENDED AND RESTATED BYLAWS

OF

IKERD-BANDY CO., INC.

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2   The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

<c

CERTIFICATE OF INCORPORATION

OF

CYPRUS KANAWHA CORPORATION

           1.     The name of the corporation is: Cyprus Kanawha Corporation

           2.     The address of its registered office in the State of Delaware is 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 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).

           5.     The name and mailing address of each incorporator is as follows:

NAME MAILING ADDRESS

Deborah J. Friedman 9100 East Mineral Circle
Englewood, CO 80112

Kathleen J. Gormley 9100 East Mineral Circle
Englewood, CO 80112

Kevin Loughrey 9100 East Mineral Circle
Englewood, CO 80112

           6.     The name and mailing address of each person who is to serve as a director until the first annual meeting of stockholders or until their respective successors are elected and qualify are as follows:

NAME MAILING ADDRESS

D. P. Bellum 9100 East Mineral Circle
Englewood, CO 80112

Chester B. Stone, Jr 9100 East Mineral Circle
Englewood, CO 80112

Kevin Loughrey 9100 East Mineral Circle
Englewood, CO 80112

The powers of the incorporators shall terminate upon the filing of this certificate of incorporation.

           7.     The corporation is to have perpetual existence.

           8.     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.

           9.     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.

           10.     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 herein before 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 3rd day of February, 1989.

/s/ Deborah J. Friedman
Deborah J. Friedman

/s/ Kathleen J. Gormley
Kathleen J. Gormley

/s/ Kevin Loughrey
Kevin Loughrey

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

CYPRUS KANAWHA CORPORATION

           It is hereby certified that:

           1.     The name of the Corporation (hereinafter called the "Corporation") is Cyprus Kanawha Corporation.

           2.     The Articles of Incorporation of the Corporation are hereby amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

                     "1.     The name of the corporation is: Kanawha Corporation."

           3.     The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

           4.     The effective date of the Amendment herein certified shall be the date of filing.

Signed and attested this the 29th day of June, 1998.

CYPRUS KANAWHA CORPORATION


BY: Scott Dyer
TITLE: Vice President

EX-3

Exhibit 3.38(b)

AMENDED AND RESTATED BYLAWS

OF

KANAWHA CORPORATION

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.39

(KENTUCKY PRINCE MINING COMPANY)

PARTNERSHIP AGREEMENT

dated

AS OF JANUARY 1, 1988

between

ROARING CREEK COAL COMPANY

and

GRASSY COVE COAL MINING COMPANY

PARTNERSHIP AGREEMENT

          THIS AGREEMENT, dated as of January 1, 1988, by and between Roaring Creek Coal Company, a Delaware corporation and a wholly-owned subsidiary of AMAX Inc. ("Roaring Creek"), and Grassy Cove Coal Mining Company, a Delaware corporation and an indirect wholly-owned subsidiary of Petrofina S.A. ("Grassy Cove").

WITNESSETH:

          WHEREAS, Roaring Creek and Grassy Cove and their respective Affiliates are the joint owners of certain properties, equipment and operations for the production of coal in the Commonwealth of Kentucky (the "Kentucky Prince Operations"); and

          WHEREAS, the parties hereto have entered into this Agreement to form a partnership to conduct certain business related to the Kentucky Prince Operations.

          NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

ARTICLE I

Definitions

          Section 1.1 Definitions. As used in this Agreement terms defined above have the meanings set forth above and the following terms have the following meanings:

          "Accounting Procedure" means the Accounting Procedure attached as Exhibit A.

          "Act" means the Uniform Partnership Act of the State of New York, as amended from time to time, and any successor statutes.

          "Act of the Partners" means an act taken by the Executive Committee of the Partnership in accordance with Section 5.2.

          "Affiliate" of any Partner means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is in common control with, a Partner and for purposes of Section 11.2 specifically includes any joint venture or partnership in which such Partner has an interest of at least 50 percent. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to elect a majority of the Board of Directors or other governing body or to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

           "Agreement" means this Partnership Agreement, as amended from time to time, together with the Exhibits hereto.

          "Appalachia" means the area encompassed by and including Pennsylvania, West Virginia, Eastern Kentucky (as generally understood in the coal industry), Tennessee, Maryland, Ohio, Virginia and Alabama, U.S.A.

          "Budget" for any Year means a plan in reasonable detail, including dates and places, of Operations carrying out the purposes of the Partnership to be conducted during such Year, together with such forecasts or projections as to Operations for subsequent periods as may be appropriate and a detailed estimate of all costs to be incurred by the Partnership during or with respect to such Year and other cash items with respect to the plan of Operation for such period, and shall include items setting forth anticipated revenue, any reserve for contingencies and itemized expenditures for capital Items, and a schedule of the estimated time of expenditures and receipt of revenue.

          "Business Day" means any day other than a day on which banks in New York City are closed.

          "Coal Property" means any fee, surface or mineral estate in Appalachia purchased, leased or then held, by a Partner or any Affiliate with the primary intention of exploring for or developing or recovering coal, or any property or interest in Appalachia with respect to which any Partner or an Affiliate is then actually exploring or developing or recovering coal.

           "Code" mans the Internal Revenue Code of 1986, as amended.

          "Executive Committee" means the Executive Committee of the Partnerships established under Article V.

           "Major Partner" means a partner having (together with its affiliates) a Partnership Interest at least equal to 25 percent.

          "Management Services Agreement" means the Management Services Agreement dated as of the date hereof between the Partnership and FINAMAX, as amended from time to time, or any replacement management services agreement with any manager.

          "Net Losses" means the excess of partnership expenses over partnership revenues as periodically determined on an accrual basis in accordance with generally accepted accounting principles.

          "Net Profits" means the excess of partnership revenues over partnership expenses as periodically determined on an accrual basis in accordance with generally accepted accounting principles.

          "Operations" means the activities of the Partnership implementing the purposes set forth in Section 2.4.

          "Partner" means Roaring Creek or Grassy Cove and "Partners" means both Roaring Creek and Grassy Cove and in each case includes any successor of either or both.

           "Partnership Item" has the meaning set forth in Section 623i (a)(7) of the Code or any successor provision.

          "Partnership" means the Partnership between the Partners established by this Agreement.

           "Partnership Interest" has the meaning set forth in Section 2.6.

           "Prime Rate" means the rate of interest publicly announced from time to time in New York City by Bank of America as its prime rate.

          "Tax Matters Partner" has the meaning set forth in Section 623i (a)(7) of the Code or any successor provisions.

          All references to money in this Agreement are references to amounts in United States Dollars.

ARTICLE II

The Partnership

          Section 2.1 Establishment of Partnership. Roaring Creek and Grassy Cove hereby enter into and form a general partnership under the Act for purposes set forth in this Article II. The rights and obligations of the Partners and the administration of the Partnership will be governed by the terms of this Agreement. The existence and business of the Partnership shall not be affected by the withdrawal of any Partner and the parties shall continue as partners of a partnership under this Agreement until the Partnership terminates pursuant to Article X hereof.

          Section 2.2 Name. The name of the Partnership shall be Skyline Coal Corporation. The name may be changed by agreement of all the Partners. The Partners shall execute and cause to be filed any assumed or fictitious name certificates required to be filed in connection with the formation and activities of the partnership.

          Section 2.3 Offices. The principal place of business of the Partnership shall be at such location as the Executive Committee shall select. The Partnership shall also maintain offices at such other locations as the Executive Committee may from time to time select.

           Section 2.4 Purposes and Certain Powers. The purposes of the Partnership shall be:

          (a) purchasing and selling coal, whether for its own account or for the account of others;

          (b) conducting exploration and mining activities on its behalf or for other coal producers and purchasers;

          (c) identifying and evaluating new properties for the Kentucky Operations and new business opportunities for the Partnership;

          (d) purchasing equipment and facilities for its own use or for lease or sublease to contractors who bind themselves to contracts with the Partnership;

          (e) contracting with contractors or contract miners for performance of mining work;

          (f) acquiring coal properties for development and mining; and

          (g) engaging in activities necessary, appropriate or incidental to any of the foregoing purposes.

The Partnership shall have the power to do any act and thing and to enter into any contract incidental to, or necessary proper, desirable or advisable for, the accomplishment or attainment of any purpose of the Partnership set forth in this Agreement.

          Section 2.5 Scope of Partner's Authority. Except as otherwise specifically provided in this Agreement or agreed to in writing by all of the Partners, no Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, or to bind, any other Partner or the Partnership. Each Partner shall indemnify and hold harmless each other Partner and its directors, officers, employees and representatives, from and against any and all losses, claims, damages and liabilities arising out of any act of or any assumption of any obligation or responsibility by any such Partner or any of its directors, officers, employees or representatives, done or undertaken or apparently done or undertaken on behalf of such other Partner, other than pursuant to and in accordance with the authorization granted herein or by further express agreement of the Partners.

          Section 2.6 Partnership Interests. Each Partner's initial percentage interest in the Partnership and the Net Profits and Net Losses of the Partnership (the "Partnership Interest") shall be 50 percent, and thereafter shall be subject to adjustment by agreement of the Partners or by assignment, sale or transfer as herein provided.

          Section 2.7 Competition. Nothing in this Agreement shall prevent a Partner at any time and without notice to or agreement by the other Partner or other Partnership from engaging in any business activities of any character which are neither conducted in, nor conducted with respect to property located in, Appalachia, whether or not the Partnership is then doing business outside Appalachia, or from engaging in any business activities conducted in, or with respect to property located in, Appalachia, which are not related to the coal business in Appalachia.

ARTICLE III

Representations and Warranties

           Section 3.1 Representations and Warranties of Roaring Creek. Roaring Creek represents and warrants to Grassy Cove that:

          (a) Roaring Creek is a corporation duly incorporated and in good standing in Delaware.

          (b) Roaring Creek has full power and authority to enter into and perform this Agreement and, as a Partner of the Partnership, to execute and deliver the Management Services Agreement and the execution, delivery and performance of this Agreement and all transactions contemplated hereby and, as a Partner of the Partnership, the execution and delivery of the Management Services Agreement have been duly authorized and approved by all necessary action of its Board of Directors and this Agreement is the value and binding agreement of Roaring Creek and the Management Services Agreement are each valid and binding agreements of it as a Partner in the Partnership; and

          (c) the execution, delivery and performance by Roaring Creek of this Agreement and, as a Partner of the Partnership, the Management Services Agreement do not and will not conflict with or constitute a violation of any judgment, order, decree, other agreement or arrangement to which Roaring Creek or any Affiliate thereof is a party or by which any of them is bound or require the approval, consent or authorization of any Federal, State or local authority.

           Section 3.2 Representations and Warranties of Grassy Cove. Grassy Cove represents and warrants to Roaring Creek that:

          (a) Grassy Cove is a corporation duly incorporated and in good standing in Delaware.

          (b) Grassy Cove has full power and authority to enter into and perform this Agreement and, as a Partner of the Partnership, to execute and deliver the Management Services Agreement and the execution, delivery and performance of this Agreement and all transactions contemplated hereby and, as a Partner of the Partnership, the execution and delivery of the Management Services Agreement have been duly authorized and approved by all necessary action of its Board of Directors and this Agreement is the value and binding agreement of Grassy Cove and the Management Services Agreement are each valid and binding agreements of it as a Partner in the Partnership; and

          (c) the execution, delivery and performance by Grassy Cove of this Agreement and, as a Partner of the Partnership, the Management Services Agreement do not and will not conflict with or constitute a violation of any judgment, order, decree, other agreement or arrangement to which Grassy Cove or any Affiliate thereof is a party or by which any of them is bound or require the approval, consent or authorization of any Federal, State or local authority.

ARTICLE IV

Contributions

          Section 4.1 Initial Contributions. Roaring Creek and Grassy Cove hereby each contribute to the capital of the Partnership their respective interests in certain mining equipment, real estate, other assets, and liabilities as are conveyed by bills of sale and assignments to the Partnership dated this same date, and the benefits of all coal sales and brokerage efforts with respect to Appalachian coal and any resulting goodwill, directly or indirectly, developed by Roaring Creek and Grassy Cove or their Affiliates.

          Section 4.2 Cash Contributions for Capital Expenditures and Operating Expenses. The Partners shall from time to time contribute in proportion to their respective Partnership Interests such amounts of cash to the capital of the Partnership as shall be necessary in order to pay amounts contemplated by the Budget.

          Section 4.3 Cash Calls. The Partnership shall determine the cash requirements of the Partnership for the expenditures, business and programs contemplated by the Budget in effect at that time pursuant to Section 5.6 and issue calls to the Partners, from time to time upon at least ten Business Days' notice, for contributions of amounts for the following month from the Partners in proportion to their Partnership Interests. In order to assist the Partners in planning for cash calls, the Partnership shall provide the Partners on or prior to the first day of each calendar month with its estimate of the amount and timing of cash calls from the next three succeeding calendar months, but if necessary the Partnership may make cash calls in excess of those estimated for any month. Each Partner agrees to provide the amounts required by any cash calls issued by the Partnership in accordance with the provisions of this Section 4.3 by the third Business Day prior to the first day of the calendar month for which such amounts are requested. No Partner shall be required to contribute cash or pay expenses in excess of amounts set forth in an approved Budget or later ratified by the Partnership, except for expenditures in excess of the Budget in amounts which do not exceed ten percent of the amount budgeted for any one item; provided, that aggregate excess expenditures do not exceed five percent of the entire Budget and provided, further, no such excess expenditure shall be made for any item as to which a contingency amount is included in the Budget or in excess in the aggregate of any general contingency amount included in the Budget.

           Section 4.4 Interest on Capital Contributions. No interest shall be paid the Partnership on any capital contributed by the Partners to the Partnership.

          Section 4.5 Investment of Contributions. As and when requested by the Executive Committee, the Partnership shall invest its surplus funds in (i) obligations constituting full faith and credit obligations of the United States (ii) deposits in any branch of any commercial bank organized under the laws of the United States or any state thereof having capital and surplus of at least $50 million, or (iii) prime commercial paper of any corporation organized under the laws of the United States or any state thereof or any combination thereof, provided in each case the period of maturity on the date of acquisition of any such obligation, deposit or commercial paper shall not exceed 90 days. The Partnership may also invest in such other investments as shall be approved by the Partners. Any income earned or such investments shall belong to the Partnership.

          Section 4.6 Failure to Make Contributions. If either Partner fails in its obligation to make any payment or contribution of any amount required hereunder to the Partnership, such obligation shall constitute Indebtedness from such Partner to the Partnership and shall bear interest payable to the Partnership from the date any such amount was due until the earlier of the date on which such Partner pays such indebtedness in full or the other Partner elects to make payment as described in the fourth sentence of this Section, at a rate equal to the sum of the Prime rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided, that the rate of interest shall in no event exceed the maximum amount permitted by applicable law. Such interest shall not be treated as a capital contribution by either Partner. In addition, the Partnership may receive reasonable attorneys' fees incurred in recovering the amount of such debt and interest from the defaulting Partner and any other damages suffered as a result of such Failure to make such payment or contribution. In addition to the right of the Partnership to recover such indebtedness and interest, the other Partner may, but shall not be required to, make such payment or contribution (without any interest thereon) to the Partnership on behalf of the defaulting Partner. Any such payment or contribution shall constitute a loan to the defaulting Partner from. The Partner and shall bear interest from the date such payment. was made at a rate equal to the sum of the Prime Rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law. Such loan shall be payable on demand, together with accrued interest, and may be prepaid, in whole or in part, together with interest accrued on the portion so prepaid, at any time without penalty and the Partner making such loan may at any time recover from the defaulting Partner reasonable attorneys' fees and any other damages suffered as a result of the defaulting Partner's failure to make any payment or contribution.

ARTICLE V

Management and Operations

          Section 5.1 Executive Committee. The Partners hereby establish an Executive Committee to approve Budgets and Operations and to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Executive Committee shall consist of three members. Each initial Partner shall have the right to appoint one such member until and unless one of such Partners transfers all or part of its Partnership Interest, and one such member shall be the General Manager of FINAMAX. If all or part of a Partnership Interest is transferred, the transferor and transferee shall agree on the method of selection of the members previously appointed by such transferor, except that each Major Partner shall have the right to appoint at least one such member. Each Partner may appoint one or more alternates to act in the absence of a regular member appointed by it. Any alternate so acting shall be deemed a member. Appointments shall be made or changed by notice to the other Partner.

          Section 5.2 Decision. Each Partner represented on the Executive Committee, acting through its appointed member, shall have one vote per one percent of Partnership Interest on the Executive Committee. As long as each initial Partner (together with its Affiliates) has a Partnership Interest equal to 40 percent or more, all decisions of the Executive Committee shall be by unanimous decision of the initial Partners. At such time as any initial Partner (together with its Affiliates) has a Partnership Interest of less than 40 percent, all decisions shall be adopted by vote of Partners having an aggregate of more than 50 percent of the total Partnership Interests then outstanding; provided that the consent of each initial Partner who is also a Major Partner shall be required in connection with the following matters:

          (i) any decision to take or refrain from taking any action which would cause a material breach or the termination of any material contract by which the Partnership or such Partners are bound;

          (ii) settlement by the Partnership of any legal proceeding or claim against the Partnership involving the payment by the Partnership of any amount in excess of $50,000;

          (iii) approval of any Budget of the Partnership or any material changes thereto or any material agreement to be entered into by the Partnership or any material changes thereto;

          (iv) the appointment of any president, determination of tasks to be done by a president, execution of any agreement with any president or any material amendment to this Agreement or any Contract with a president; and

          (v) any other matter which such Partners agree in writing shall require the consent of each such Partner.

          Section 5.3 Meetings. The Executive Committee shall hold regular meetings as frequently as it determines to be necessary, which shall be called by the Partner designated at the last preceding meeting. Either Partner may call a special meeting upon five Business Days' notice to the other Partner. All meetings shall be held at such location in the United States as may be specified in any notice of a meeting. In case of emergency, reasonable notice of a special meeting shall suffice. There shall be a quorum if one member representing each Partner represented on the Executive Committee is present. Each notice of a special meeting shall specify the matters to be considered at such meeting but any matter may be considered with the consent of all members of the Executive Committee. The minutes of such meeting, which shall be prepared by a Partner designated at such meeting, shall be, when signed by each Major Partner, the official record of the decisions made by the Executive Committee and shall be binding on the Partners. All costs of attending such meetings shall be paid for by the Partners individually.

          Section 5.4 Action Without Meeting. In lieu of meetings, the Executive Committee may hold telephone conferences, so long as all decisions are immediately confirmed in writing by the Partners whose consent was required to make the decision.

           Section 5.5 Matters Requiring Approval. Subject to the provisio in Section 5.2, the Executive Committee shall have exclusive authority to adopt Budgets and to determine all management matters related to the Partnership.

          Section 5.6 Budgets. (a) On or prior to September 1 of each calendar year commencing on or after January 1, 1984, the Partnership shall prepare a proposed Budget for the following calendar year. The proposed Budget shall be considered at a meeting of the Executive Committee held during the last three months of the calendar year. If no budget is approved at such meeting, the Partners shall cause a special meeting of the Executive Committee to be held to consider further and approve a Budget.

          (b) For any period during which no Budget has been duly adopted by the Executive Committee, the Executive Committee shall be deemed to have approved, and, without any further act of any Partner being required, the Partners shall be bound by, a Budget consisting of the following items:

          (i) for the first calendar year during which no Budget is so approved,

          (ii) expenditures for items other than capital expenditures in amounts equal to the amounts approved in the last Budget duly approved by the Executive Committee without regard to this subsection;

          (iii) such additional operating or capital expenditure items as the Executive Committee shall unanimously approve; and

          (iv) such additional expenditures in such amounts and at such times as may be necessary in the reasonable good judgment of any Major Partner in order To avoid any default by the Partnership under any contract or agreement by which the Partnership, whether directly or as agent, is bound.

          (c) Any Budget may be amended at any time by vote of the Executive Committee in accordance with Section 5.2.

          Section 5.7 Interim Budgets. For any period during which no Budget has been duly adopted by the Executive Committee, the Executive Committee shall be deemed to have approved, and, without any further act of any Partner being required, the Partners shall be bound by a Budget consisting of the following items:

          (a) for the calendar year during which no Budget has been adopted, Operations and expenditures for items other than capital expenditures of a type, to the extent and in amounts equal to the amounts approved in the last Budget duly approved by the Executive Committee without regard to this Section;

          (b) such Operations and operating or capital expenditure items as the Executive Committee shall unanimously approve; and

          (c) such Operations and additional operating or capital expenditures in such amounts and at such times as may be necessary in the reasonable good faith judgment of any Major Partner in order to maintain the Operations or to avoid any default by the Partnership or any Partner under any contract or agreement by which they are bound.

          Section 5.8 Officers. The Executive Committee shall have the right to appoint officers for such Partnership offices as it deems necessary, including, but not limited to, the offices of president, vice-president, secretary, and treasurer. Except with respect to the approval of the Budget, the Executive Committee shall have the right to delegate to the Partnership officers such authority and responsibility concerning the management and operation of the Partnership as the Executive Committee deems appropriate. Such delegation of authority to Partnership officers shall be by unanimous resolution adopted by the Executive Committee and set forth in the regular minutes of business. Any third party dealing or contracting with the Partnership through its officers pursuant to a resolution of the Executive Committee shall have the right to rely on the expressed provisions of such resolution without regard to the appropriateness of the act of delegation.

ARTICLE VI

Allocation of Profits and Losses

           Section 6.1 Profits and Losses. Net Profits and Net Losses of the Partnership shall be allocated to the Partners in proportion to their Partnership Interests.

          Section 6.2 Allocation of Distributions Subsequent to Assignment. The Net Profits and Net Losses of the Partnership attributable to any interest in the Partnership acquired by reason of the assignment of the interest or substitution of a Partner with respect to that interest and any distributions made with respect thereto shall be allocated between the assignor and the assignee and set forth in a document delivered to the other Partner and the Manager. If no such agreement between the assignor and the assignee is delivered to the other Partner and the Manager all Net Profits and Net Losses accruing prior to the effective date of such assignment or substitution and all distributions with respect thereto shall be allocated or distributed to the assignor and all other profits, losses and distributions shall be allocated or distributed to the assignee. Such partner and the Manager shall not be liable to the assignor or the assignee as long as allocations and distributions are made in good faith on such basis.

          Section 6.3 Capital Accounts. A capital account shall be maintained for each Partner. A Partner's capital account shall be credited with (i) the amount of cash paid and the fair market value of property contributed to the Partnership as capital contributions and (ii) the share of Partnership income or gains allocable to such account, and shall be debited with (x) the share of Partnership deductions or losses allocable to such account and (y) the amounts of any distributions made to such Partner with respect to such account. The initial capital accounts of the Partners shall be equal. Additionally, a separate capital account shall be maintained for each Partner on the same basis as previously set forth in this Section 6.3 but substituting the tax basis for the fair market value of property contributed to or distributions from the Partnership and basing depreciation calculations on such tax basis.

ARTICLE VII

Accounting

          Section 7.1 Books and Records; Accounting Policies. The books and records of the Partnership shall be maintained on an accrual basis in accordance with United States generally accepted accounting principles and with the Accounting Procedure. Such books and records shall be adequate to permit the preparation of complete financial statements and the filing of tax returns by the Partners and the Partnership.

          Section 7.2 Audit. Unless waived by the Executive Committee, the accounts of the Partnership shall be audited as of the end of each calendar year by Coopers & Lybrand or any other nationally recognized firm of certified public accountants unanimously selected by the Partners. Any Partner shall be entitled (either directly or through any designated representative) at any time during normal business hours and without any need for prior notice to examine and make copies of the books and records of the Partnership.

ARTICLE VIII

Tax Considerations

           Section 8.1 Taxable Year. The Partnership's taxable year shall be the calendar year.

          Section 8.2 Elections. Neither the Partnership nor any Partner shall elect at any time to be excluded from any of the provisions of Subchapter K of the Code. Any other election required or allowed to be made by the Partnership shall be made by an Act of the Partners, except that the Partners hereby agree for Federal income tax purposes:

          (a) To keep the books of the Partnership on an accrual basis; and

          (b) that all tax election shall be made with the intent of maximizing deductions in the current year to the extent permissible under law, unless all Partners agree otherwise.

          Section 8.3 Allocations. For Federal income tax purposes the distributive share of each Partner in each item of Partnership income, gain, loss, deduction or credit shall be allocated to and among the Partners according to the same percentages and provisions herein governing the Partners' sharing of profits and losses.

          Section 8.4 Tax Returns. The Tax Matters Partner (or, in designated instances, the Partnership, if all Partners agree) shall prepare, or cause to be prepared, Federal, state and local income, and other, tax returns of the Partnership and shall file such returns, which shall be satisfactory in form and substance to each Partner and other entity that was a Partner during the tax year for which such return is filed, with the Internal Revenue Service and with the appropriate state and local taxing authorities.

          Section 8.5 Tax Matters Partner. A Tax Matters Partner of the Partnership shall take no action as Tax Matters Partner unless all Major Partners and other entities that were Major Partners during the tax year with respect to which such action is to be taken shall have unanimously agreed that that action shall be taken, and a Tax Matters Partner shall give to the other Partners prompt notification (without regard to any time period allowed by the Code for any such notification) of any communication from or action by the Internal Revenue Service with respect to the Partnership or any Partnership Item of the Partnership. The Tax Matters Partner for the Partnership is hereby designated to be Roaring Creek.

ARTICLE IX

Distributions

          Section 9.1 Capital. Except as otherwise provided herein, capital, whether cash or property, may not be distributed by or withdrawn from the Partnership without the consent of each Major Partner.

          Section 9.2 Excess Cash. To the extent that the cash available in the bank accounts of the Partnership at the close of business on the twentieth calendar day of each month exceeds the anticipated cash requirements of the Partnership for such month and the next month, such cash shall be distributed on such day first, to repay any loan made by any Partner or the Partnership pursuant to Section 4.6 and second to the Partners in proportion to their respective Partnership Interests as of the last day of the preceding month.

ARTICLE X

Dissolution and Purchase Rights

           Section 10.1 Dissolution. The Partnership may be dissolved only as follows:

          (a) By written agreement of all Major Partners;

          (b) Upon delivery of notice to the other Partners by any Partner, if a Major Partner has transferred all or any portion of its Partnership Interests in violation of Article XI and such violation has remained uncured for at least 60 days after notice of such violation by such Partner to the Transferring Partner; or

          (c) Upon delivery of notice by any Partner, if the Partner to whom such notice is directed (the "defaulting Partner") (x) has failed to make a contribution of, or contributions aggregating, $50,000 or more in accordance with the provisions of Article IV hereof and such failure to pay has not been cured by the nondefaulting Partner and has continued for a period of 30 days after notice thereof to the defaulting Partner from the nondefaulting Partner or (y) has failed to repay within two Business Days after demand any loan made by The nondefaulting to the defaulting Partner pursuant to Section 4.6.

          Section 10.2 Distributions Upon Liquidation. (a) Except as set forth in paragraph (b) below, upon any dissolution of the Partnership, the assets of the Partnership shall thereupon be liquidated and the proceeds from such shall be applied and distributed in the following order of priority:

          (i) to the payments of debts and liabilities of the Partnership and the expenses of such liquidation and of any loans made by the Partnership or any Partner pursuant to Section 4.6;

          (ii) to the setting up of any reserves which are reasonably necessary (in the reasonable judgment of any Major Partner or, in the case of any dissolution pursuant to Section 10.1(c), in the reasonable judgment of the nondefaulting Partner) for any contingent or unforeseen liabilities of the Partnership; and

          (iii) if the balances of the capital account of the Partners at the time of the initial distribution are not in proportion to their respective Partnership Interests, to the Partner whose capital account is proportionately excessive to the extent of such excess and until such balances are in such proportion and thereafter any in any other event to the Partners in proportion to their Partnership Interests; provided, however, that any Partner whose balance in the capital account is a negative amount shall contribute to the Partnership in cash the amount of that negative balance.

In connection with any liquidation of the assets of the Partnership, each Partner shall have the right to bid on any asset on an equal basis as third parties, it being the intent hereof that upon liquidation the activities of the Partnership shall be wound down, the assets of the Partnership shall be reduced to cash and such shall be distributed as set forth in this Section 10.2.

          (b) If Roaring Creek would otherwise be entitled to give notice of the dissolution of the Partnership under Section 10.1(b) or 10.1(c), Roaring Creek may elect, in lieu of giving such notice, to notify Grassy Cove that it will acquire the Partnership Interest of Grassy Cove and its Affiliates pursuant to Section 10.3 hereof. If Grassy Cove would otherwise be entitled to give notice of the dissolution of the Partnership in accordance with Section 10.1(b) or 10.1(c), Grassy Cove may elect, in lieu of giving such notice, to notify Roaring Creek that it will acquire the Partnership Interest of Roaring Creek and its Affiliates pursuant to Section 10.3 hereof. In any such case, the Partners shall execute such instruments of amendment, assignment and consent as may be required or advisable.

          Section 10.3 Buy-Out. Any Partner that elects pursuant to Section 10.2 (b) (the "Purchasing Partner") to purchase the Partnership Interests of any Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he provisions of the notice relating to such date. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each of the two preceding years plus five percent) of the then existing ongoing brokerage or other contracts of the Partnership. Such present value shall be determined by either John T. Boyd Company of Pittsburgh, Pennsylvania, Cates Engineering Company of Beckley, West Virginia, or Paul Weir Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payable, at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership Interest, or within five years thereafter in equal annual installments payable on the date of such transfer and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.6. The Partnership Interest to be acquired by the Purchasing Partner shall include all of the Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all obligations to the Partnership or to the Purchasing Partner other than for those resulting from events occurring prior to the effective date of such Transfer. The selling Partner agrees, from time to time at the request of the Purchasing Partner, at or after the date of such transfer, to execute and deliver such instruments of conveyance, assignment, transfer and consent as may be required or advisable for the effective conveyance and transfer of any of the business, properties, name, good will, assets and rights included in such Partnership Interest.

          Section 10.4 Continuing Responsibilities. Notwithstanding any amendment or termination of this Agreement or dissolution of the Partnership, and subject to the provisions of this Agreement, each Partner shall remain liable for, and shall to the extent that they have not theretofore been paid and discharged and to the extent that any reserves created upon the dissolution of the Partnership shall be insufficient therefor, pay, when due, its proportionate interest (based or percentage amount equivalent to its Partnership Interest at the time of such dissolution) of, all liabilities of the Partnership, including without limitation, liabilities (i) assumed or incurred by the Partnership prior to the time of the dissolution or (ii) arising thereafter as a result of the conduct of the business of the Partnership prior to the dissolution of the Partnership and the completion of the liquidation or sale of all of the assets of the Partnership.

          Section 10.5 Right to Redress. The provisions of this Article XI are not intended to set forth the exclusive remedies available if any Partners shall be in default under this Agreement and shall be in addition to each and every other remedy now or hereafter existing. A Partner may institute legal action against the other Partner in its own name or that of the Partnership if such other, Partner is in default under this Agreement with no consent required on the part of such defaulting Partner.

ARTICLE XI

Transfer of Interest

          Section 11.1 General. Prior to the fifth anniversary of the date of this Agreement, no Partner shall have the right to assign, transfer, convey, pledge or otherwise dispose of any or all of its Partnership Interest. Thereafter no such assignment, transfer, conveyance, pledge or disposition shall be made except with the prior consent of the other Partner (which shall not be unreasonably withheld). The transferring Partner shall remain liable hereunder for the good and punctual performance of its pre-transfer Partnership Interest of obligations and liabilities (no matter when arising) arising out of operations of the Partnership prior to such transfer and, in case of any transfer to an Affiliate of the transferring Partner, shall remain liable hereunder to the extent such Partner would have been, or such Affiliate is, liable hereunder as though no such transfer had been made. The transferring Partner and the transferee shall bear all tax consequences and shall reimburse all other reasonable out-of-pocket expenses of any Major Partner in connection with the transfer and the transferee, as of the effective date of the transfer, shall have agreed in writing in a form satisfactory to the other Partners to be bound by this Agreement (including this Article XI) to the same extent as the transferring Partner. Any transfer not made in compliance with this Article XI shall be null and void.

          Section 11.2 Assignment to an Affilate. Section 11.3 and the first sentence of Section 11.1 shall not apply to, and no consent of any Partner shall be required for, an assignment of all or any portion of a Partner's Partnership Interests to an Affiliate of the assignor.

          Section 11.3 Preemptive Right. (a) Except as otherwise provided in Section 11.4, if a Partner desires to convey, assign or transfer all or any part of its Partnership Interest, the other Partner shall have a preemptive right to acquire such Partnership Interest as provided in this Section 11.3.

          (b) A Partner intending to transfer all or any part of its Partnership Interest shall promptly notify the other Partner of such intent. The notice shall identify the proposed transferee and shall state the price (which shall be payable in cash only) and all other material terms and conditions of the intended transfer. The other Partner shall have 90 days from the date such notice is delivered to notify the transferring Partner whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the transfer shall be consummated promptly after notice of such election is delivered to the transferring Partner.

          (c) If the Partner entitled to purchase hereunder fails to so elect within the period provided for in Section 11.3(b), the transferring Partner shall have 90 days following the expiration of such period to consummate the transfer to the proposed transferee at a price and on terms no less favorable to the transferring Partner than those set forth in the notice required in Section 11.3(b).

          (d) If the transferring Partner fails to consummate the transfer to the proposed transferee within the period set forth in Section 11.3(c), the preemptive right of the other Partner with respect to any disposition of such Partnership Interest shall be revived. Any subsequent proposal to transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 11.3.

          Section 11.4 Exceptions to Preemptive Right. Section 11.3 shall not apply to any transfer occurring by operation of law in a corporate merger, consolidation, amalgamation or reorganization of a Partner in which the surviving entity possesses all of the stock or all of the property rights and interests, and is subject to all of the liabilities and obligations of that Partner or to the grant by a Partner of a security interest in any portion of its Partnership Interest pursuant to the second paragraph of Section 11.1.

          Section 11.5 Instruments of Assignment. Whenever any Partnership is transferred to any entity which thereby becomes a Partner, the other Partner agrees to execute an appropriate instrument admitting such entity.

          Section 11.6 More than Two Partners. Without limiting the rights of any Partner under Section 11.1, if, after giving effect to any transfer of Partnership Interests in accordance with this Article XI there would be more than two Partners, Section 4.6, Section 10.2(b), Section 10.3 and Section 11.3 shall be amended, effective the date of such transfer, as appropriate to reflect the increased number of Partners and all references to Partner or Partners shall be deemed to refer to or include such additional Partner where the context requires.

ARTICLE XII

Insurance

           Section 12.1 Insurance. The Partnership shall maintain:

          (i) Coverage which shall comply with all applicable state and workers' compensation and occupational disease laws and which shall encompass all employees of the Partnership. These policies shall also provide for employers' liability in the amount of not less than $1,500,000 (see section on comprehensive general liability).

          (ii) Comprehensive general liability insurance against claims arising out of the operations of the Partnership with limits of not less than $2 million per occurrence, $4 million in the aggregate. Policy shall include stop gap employers' liability endorsement, should coverage for same be omitted from workers' compensation policies.

          (iii) Automobile bodily injury and property damage liability covering automobiles owned, non-owned, or leased by the Partnership or the Manager in connection with the Operations or the Partnership. Limits of liability shall be not less than $2 million per occurrence, $4 million in the aggregate.

          (iv) Umbrella liability coverage in the amount of not less than $50 million, in the name of the Partner or in the name of each Partner, (providing excess coverage for employer's liability, comprehensive general liability, automobile liability, and limited named perils pollution).

          (v) insurance against physical loss or damage to real and personal property owned by the Partnership by fire, explosion and other hazards or casualties. Such overage shall have limits not less than the fair market value of the insured assets, subject to a deductible not exceeding $1 million.

          (vi) Insurance to compensate for business interruption losses, if such coverage is economically attainable.

          (vii) And other such insurances as are customarily maintained in the business (including but not limited to fidelity, environmental impairment, directors and officers, etc.).

ARTICLE XIII

ACQUISITIONS WITHIN APPALACHIA

          Section 13.1 General. Any interest or option to acquire any Interest in Coal Properties in Appalachia acquired or held during the term of this Agreement by or on behalf of a Partner or any Affiliate shall, except as otherwise provided in this Article or agreed to by the Partners, be included in the Partnership and shall be subject to the terms and provisions of this Agreement.

          Section 13.2 Intention of Parties. It is the intention of the Partners that, except if it is necessary to act quickly in acquiring Coal Properties and consultation among the Partners is not practicable or if a Partner does not elect to accept the interest pursuant to Section 13.4, Coal Properties be acquired by the Partners in the Partnership name and not through the procedures described in Section 13.3, 13.4, and 13.5.

          Section 13.3 Notice to Nonacquiring Partner. If it is not practicable to acquire Coal Properties in the Partnership name as contemplated by Section 13.2, within 14 days after the acquisition by any Partner or its affiliate of any interest or the option to acquire any interest in Coal Properties, the acquiring Partner shall notify the other Partner of such acquisition. Such notice shall describe in detail the acquisition, the real property and minerals covered thereby, the cost thereof, and the reasons why the acquiring Partner believes that the acquisition of the interest is in the best interests of the Partners under this Agreement. The acquiring Partner shall also make any and all other information concerning the acquired interest available to the other Partner.

          Section 13.4 Option Exercised. If, within 90 days after receiving the acquiring Partner's notice pursuant to Section 13.3, the other Partner notifies the acquiring Partner of its election to accept the acquisition in the Partnership name, the acquiring Partner or Affiliate shall convey to the Partnership, by deed or by assignment of lease in form acceptable to the other Partner, such acquired interest. The acquired interest shall become a part of the Partnership for all purposes of this Agreement immediately upon notice of such other Partner's election to accept such. Such other Partner shall promptly pay to the acquiring Partner its proportionate share of the latter's actual out-of-pocket acquisition costs and shall assume its proportionate share of any indebtedness incurred in making such acquisition.

          Section 13.5 Option Not Exercised. If the other Partner does not give such notice within the 90-day period set forth in Section 13.4, neither it nor the Partnership shall have any interest in the acquired interest, and the acquired interest shall not be a part of the Partnership, shall not be considered Coal Property and shall not be subject to this Agreement.

          Section 13.6 Stock Acquisitions. If any Partner acquires, or proposes to acquire, any interest in Coal Property through the acquisition of stock in a company in which such interest and related assets represent less than 50 percent of the fair market value of all assets of such company, such acquisition or proposed acquisition shall be subject to this Article XIII only if reasonably practicable and if such interest and related assets can reasonably be offered to a Partner and held in partnership subject to this Agreement.

ARTICLE XIV

General Provisions

          Section 14.1 Information. The Partnership shall from time to time provide each Partner with such information and records as such Partner may reasonably request.

          Section 14.2 Confidentiality. Each Partner and the Partnership shall use their best efforts to assure that all information disclosed to them in connection with the business of the Partnership and not otherwise generally available shall be kept confidential and shall not be revealed without the consent of the Partners to anyone other than to directors, employees, accountants and representatives of the Partnership, the Partners and their Affiliates or in connection with filings required by law with government agencies or courts. If such information is revealed to such persons, each Partner and the Partnership agree to use best efforts to have such persons keep such information confidential.

          Section 14.3 Notices. Notices, payments and other required communications to the Partners or the Partnership shall be in writing or by telex with acknowledgment of receipt and shall be effective (i) when delivered during normal business hours to the party to be given such notice, election or consent at the address designated by it for such delivery, (ii) five Business Days after such notice, election or consent shall have been deposited in the United States mails, certified or registered with return receipt requested and postage thereon fully prepaid, addressed to such address or (iii) on the calendar day following the day such notice, election or consent shall have been transmitted by telecopy, telex or telegram, fully prepaid, to such address or telephone number, whichever shall first occur until otherwise specified by notice to the other Partner, the addresses and telephone numbers for any such notice, election or consent shall be:

          If to Roaring Creek:

Roaring Creek Coal Company
251 N. Illinois Street
Post Office Box 967
Indianapolis, Indiana 46206?0967
Attention: Vice President, Law & Governmental Affairs
Telex: 276163
Telecopier: 317-266-3429

          If to Grassy Cove

Grassy Cove Coal Mining Company
c/o American Petrofina, Incorporated
Fina Plaza
8350 North Central Expressway
Post Office Box 2159
Dallas, Texas 75206
Attention: Vice President
Telex: 0730138
Rapifax: 214-750-2798

          With a copy to:

Petrofina S.A.
52 Rue de I'Industrie
1040 Brussels, Belgium
Attention: Manager, Coal Operations
Telex: PFINAB 846 21556
Rapifax: 322-2339191

          If to the Partnership:

Kentucky Prince Mining Company
P.O. Box 680
Hazard, Kentucky 41701
Attention: President
Telephone: 606-439-2366

          Any notice delivered to any Partner or to the Partnership shall be given to all other Partners and the Partnership as nearly simultaneously as is practicable.

          Section 14.4 Waiver. The failure of a Partner to insist on the performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the Partner's right thereafter to enforce any provision or exercise any right.

          Section 14.5 Modification. No waiver under, modification of or to this Agreement shall be valid unless made in writing and duly executed by the requisite number of Partners.

          Section 14.6 Further Assurances. Each of the Partners agrees that it shall from time to time take such actions and execute such additional instruments as may be reasonably necessary to carry out the purposes of this Agreement.

           Section 14.7 Governing Law. This Agreement shall be governed by the laws of the State of New York and shall be construed in accordance with the Act.

          Section 14.8 Consent to Jurisdiction; Service of Process. Subject to Section 14.9, each of the Partners: (a) irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, or proceeding arising out of or relating to this Agreement or the operations of the Partnership; (b) irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum; (c) hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and processes which may be in any suit, action or proceeding of the nature referred to in this Section 14.3 and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to such Partner's address specified in Section 14.3; and (d) agrees that such service (i) be deemed in every respect effective service of process upon it in any such action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 14.8 shall affect the right of any Partner to serve process in any manner permitted by law or limit the right of any Partner to bring proceedings against any other Partner in the courts of any Jurisdiction or jurisdictions. Partner will, no later than 30 days after the date of this Agreement, take any action necessary to make the preceding appointment effective and will deliver to the other Partner a copy of acceptance of appointment of CT Corporation System.

          Section 14.9 Settlement of Disputes and Arbitration. The Partners recognize that disagreements between them could result in an impasse. Partners further recognize that such an impasse resulting from disagreement with respect to Budgets and certain other major decisions would have an adverse effect upon Operations. Accordingly, the Partners have agreed upon the mechanisms set forth in this Section 14.9 pending resolution of such disagreements.

          If the partners are unable to resolve disputes, Roaring Creek and Grassy Cove will, prior to referring any matter to arbitration pursuant to this Section 14.9 or Section 2.4 of the Accounting Procedure, in the first instance refer the dispute to top level executives of AMAX Inc. a New York corporation, and Petrofina S.A., a Belgian corporation, respectively, who are not members of the Executive Committee or the FINAMAX Management Committee, and if such executive officers do not resolve the dispute within 30 days of referral, either Partner may refer such matter to arbitration as provided herein or in Section 2.4, as the case may be. Any dispute or difference which may arise between the Partners solely with respect to the meaning or interpretation of any provision of this Agreement, other than disputes or differences with respect to accounting matters described in and subject to Section 2.4 of the Accounting Procedure, shall be finally settled by arbitration in accordance with the regulations of the American Arbitration Association. Either Partner may serve written demand on the other Partner that any such dispute be settled by arbitration within 30 days of the date such written demand, the Partner serving such demand shall deliver to the other Partner a written designation of an arbitrator. The other Partner shall, within 30 days after receipt of such designation, deliver to the first Partner a written designation of an arbitrator selected by such other Partner. The two arbitrators so designated shall designate a third arbitrator mutually acceptable to them, but if the two arbitrators are unable within 15 days to agree upon a third arbitrator, or if the other Partner or the two arbitrators shall fail to designate an arbitrator within 30 days after the designation of an arbitrator by the first Partner, the first Partner may apply to the American Arbitration Association for the appointment by such Association of such second or third arbitrator in accordance with its rules and regulations. If such experience is, in the judgment of the Major Partners, relevant to the question to be arbitrated, the arbitrators appointed by each Partner and the American Arbitration Association shall be persons experienced in the coal business.

          The Partners agree to be conclusively bound by the decision or report of arbitrators designated in accordance with the preceding paragraph and Section 2.4 of the Accounting Procedure.

           Section 14.10 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, and which together shall constitute but one agreement.

          Section 14.11 Severability. If any provision of this Agreement or the application of any provision hereof to any party or set of circumstances is held invalid, the remainder of this Agreement and the application of such provision to any other party or set of circumstances shall not be affected unless the invalidity of such provision substantially impairs the benefits of the remaining provisions or the realization of the agreements of the parties expressed herein.

          Section 14.12 Miscellaneous. This Agreement supersedes any other agreement dated prior to the date hereof, including the Heads of Agreement, between the Partners or their Affiliates with respect to the subject matter of this Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this Partnership Agreement to be executed by their duly authorized representatives as of the date first above written.

Roaring Creek Coal Company

By: /s/ illegible
Its:


Grassy Cove Coal Mining Company

By: /s/ illegible
Its: Vice President

EXHIBIT A

ACCOUNTING PROCEDURES

ARTICLE I

Definitions

           Terms used herein and defined in the Partnership Agreement have the meaning set forth therein and the following terms have the following meanings:

           "Agreement" means the Partnership Agreement;

          "Section" means a section of this Accounting Procedure, unless otherwise specified.

ARTICLE II

General Provisions

           Section 2.1. Books, Records and Accounts; Audits

          The Partnership shall maintain, or cause to be maintained, true and correct books, records and accounts for the Partnership in accordance with the terms of the Partnership Agreement and with United States generally accepted accounting principles. All revenues and costs shall be recognized on an accrual basis. Such books, records and accounts shall include but not be limited to a complete set of double-entry books, consisting of appropriate asset accounts, liability accounts, capital accounts (i.e., Partners' equity accounts), and income and expense accounts. They shall be used to record all revenues, income, costs, expenses, receipts, disbursements, and other transactions of the Partnership, including the brokering and purchase and disposition of coal. Appropriate records, such as weigh tickets and engineering surveys, shall be maintained to verify the amount of production, coal purchases and shipments. The books, records and accounts shall be retained for three years, or such additional periods as may be required by the Internal Revenue Code.

          The Partnership books, records and accounts shall be audited annually as provided in Section 7.2 of the Partnership Agreement. The results thereof shall be delivered to each Partner within 120 days of the end of the calendar year.

          All written exceptions to and claims upon the partnership for discrepancies disclosed by any audit shall be made within sixty (60) days following completion of such audit and delivery of the results thereto to the Partners.

          At any time during normal business hours and without any need for prior notice, any Partner shall be entitled (through either internal auditors or another designated representative) to examine and make copies of the books and records maintained by the Partnership.

           Section 2.2. Internal Accounting Control

          The Partnership shall maintain or cause to be maintained systems of internal accounting control, including organization, supervision, procedures and records which are sufficient to provide reasonable assurance that:

          (a) All transactions are properly authorized;

          (b) All transactions are properly recorded on a timely basis to permit (1) preparation of financial statements and related footnotes in accordance with United States generally accepted accounting principles, (2) preparation of tax returns in accordance with the IRS Code and other applicable statutes, and (3) to maintain accountability for assets;

          (c) All assets are adequately safeguarded and all liabilities are recognized and discharged on a timely basis;

          (d) Recorded balances are periodically substantiated.

           Section 2.3. Reports and Information

          Within twenty (20) calendar days after the end of each calendar month the Partnership Executiye Committee shall be furnished a report as to the operating and financial results of FINAMAX Coal Company for the month and year-to-date, with comparisons to the adopted budget.

          Such financial information as is required for each partner to record their pro rata portion of the Partnership's financial results shall be furnished to each Partner on a timely basis. This financial information will normally consist of a statement of financial position, an income statement, and a schedule of capital expenditures, as well as other financial data reasonably requested by each Partner.

          Each Partner shall be furnished such forecast, budget and other information as may be reasonably required to allow the preparation of financial projections, tax returns and other required reports.

           Section 2.4. Arbitration

          Any dispute or difference which may arise between the Partners with respect to the meaning, interpretation or application of the Accounting Procedure or with respect to any other accounting matter shall be finally settled by Coopers & Lybrand, or any other firm of certified public accountants selected by the Partnership Executive Committee. If Coopers & Lybrand or such firm has been consulted by either Partner regarding the matter in dispute, such firm shall select any other firm of certified public accountants to act in its stead.

           Section 2.5. Cash Accounts

          The Partnership shall maintain or cause to be maintained such bank accounts as are approved by the Partnership Executive Committee.

ANNEX A

KENTUCKY PRINCE MINING COMPANY

FIRST AMENDMENT TO
PARTNERSHIP AGREEMENT

          THIS FIRST AMENDMENT TO PARTNERSHIP AGREEMENT, dated as of September 2, 1998, by and between Roaring Creek Coal Company, a Delaware corporation ("Roaring Creek), and Grassy Cove Coal Mining Company, a Delaware corporation ("Grassy Cove").

WITNESSETH:

          WHEREAS, Roaring Creek and Grassy Cove are the joint owners of certain properties, equipment and operations for the production of coal in the Commonwealth of Kentucky (the "Kentucky Prince Operations"); and

          WHEREAS, on or about January 1, 1988, the parties hereto entered into a Partnership Agreement to conduct certain business related to the Kentucky Prince Operations (the "Partnership Agreement").

          NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

          Section 2.2 of the Partnership Agreement be amended to read as follows:

"2.2 Name. The name of the Partnership shall be Kentucky Prince Mining Company. The name may be changed by agreement of all the Partners. The Partners shall execute and cause to be filed any assumed or fictitious name certificates required to be filed in connection with the formation and activities of the partnership."

          All other terms and conditions of the Agreement shall continue in full force and effect.

          IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Partnership Agreement to be executed by their duly authorized representatives as of the date first above written.

ROARING CREEK COAL COMPANY

BY: /s/ Donald P. Brown
TITLE: President


GRASSY COVE COAL MINING COMPANY

BY: /s/ Donald P. Brown
TITLE: President

EX-3

Exhibit 3.40(a)

AGREEMENT OF INCORPORATION

           I.     The undersigned agree to become a corporation by name of Kermit Coal Company.

           II.     The principal office or Place of Business of said Corporation will be located in Kermit District, in county of Mingo and State of West Virginia. It's chief works will be located at the same place.

           III.     The objects for which this Corporation is formed are as follows:

           (a)     To engage in the mining, producing, buying, handling, manufacturing and selling of coal, and the products and by-products thereof.

           (b)     To purchase, lease, or otherwise acquire, hold, sell, convey, or lease to others and dispose of, real estate and personal property and interests therein, of whatever nature and wheresoever situated, for any purpose.

           (c)     To buy, own, hold and sell the stocks, bonds and securities of other corporations.

           (d)     To do and perform any and all other such things as may be requisite, necessary, incidental or germane to all or any of the purposes and objects hereinbefore set forth.

           IV.     The amount of the total authorized capital stock of said corporation shall be Fifty Thousand and No/100 dollars and shall be divided into 5,000 shares of the par value of Ten and No/100 dollars each.

           The amount of capital stock with which it will commence business is Fifty Thousand and No/100 dollars ($50,000.00) being One Hundred (100) shares of the par value of Ten and No/100 dollars ($10.00) 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	Address	No. of Shares of Common Stock	No. of Shares of Preferred Stock	Total No. of Shares
Aaron M. Damron		Kermit, West Virginia	80	80
Ellen M. Damron		Kermit, West Virginia	10	10
Elias Damron		Kermit, West Virginia	10	10

           VI.     The existence of the 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 illegible day of November, 1968.

/s/ Aaron M. Damron                                
(Aaron M. Damron)

/s/ Eileen M. Damron                                 
(Eileen M. Damron)

/s/ Elias Damron                                          
(Elias Damron)

CERTIFICATES

State of West Virginia, County of Mingo, to-wit:

           I, illegible, a Notary Public in and for the County and State aforesaid, hereby certify that Aaron M. Damron, Eileen M. Damron, and Elias Damron, whose names are signed to the foregoing agreement bearing date on the illegible day of November, 1968.

/s/ illegible                                                       
Notary Public

My commission expires: illegible

State of West Virginia
Certificate

           I, John D. Rockerfeller, IV, Secretary of State of West Virginia, hereby certify that John Webb, President of Kermit Coal Company, a corporation created and organized under the laws of the State of West Virginia, has certified to me under his signature and the corporate seal of said corporation, that, at a special meeting of the stockholders of said corporation, regularly held in accordance with the requirements of the law of said State, in Kermit District, Mingo County, West Virginia, on the 26th day of February, 1970, at which meeting all of the issued and outstanding voting stock of said corporation being represented by the holders thereof, in person, and voting for the following resolution, the same was duly and regularly adopted and passed to-wit:

           "RESOLVED, that Article IV of the corporation's charter be amended to read as follows:

           "IV. The amount of the total authorized capital stock of said corporation shall be Fifty Thousand Dollars ($50,000.00), which shall be divided into 5,000 shares of the par value of Ten Dollars ($10.00) each.

           "The amount of capital stock with which it will commence business is One Thousand Dollars ($1,000.00), being One Hundred (100) shares of the par value of Ten Dollars ($10.00) each."

           WHEREFORE, I do declare said change in the Commence Business as set forth in the foregoing resolution is authorized by law.

Given under my hand and the Great Seal of the said State at the City of Charleston, this Twenty-Sixth day of February, 1970.


/s/ John D. Rockerfeller, IV                                 
Secretary of State

KERMIT COAL COMPANY

KERMIT, WEST VIRGINIA

           The undersigned, JOHN WEBB and GROVER WEBB, President and Secretary, respectively, of Kermit Coal Company, do hereby certify that at a special meeting of Kermit Coal Company lawfully convened and held at the corporation's office and chief works in Kermit District, Mingo County, West Virginia, on the date of February 25, 1970, at the hour of 1:30 o'clock p.m., at which the owners of all issued and outstanding stock of said corporation were present, to-wit, John Webb, owner of eighty (80) shares thereof, Clara Webb, owner of ten (10) shares thereof, and Grover Webb, owners of ten (10) shares thereof, which said special meeting was called and convened for the single and express purpose of considering an amendment to Article IV of the corporation's charter, for the purpose of correcting an error inadvertently made therein at the time application for charter was presented to the Secretary of State of the State of West Virginia, said error being the recital of the word "Fifty" when it should have been "One" in the description of the number of thousands of dollars of capital stock with which the corporation would commence business, the following resolution was lawfully adopted upon motion duly made, seconded and unanimously carried by the affirmative vote of all stockholders, to-wit:

           "RESOLVED, that Article IV of the corporation' s charter be amended to read as follows:


           IV. The amount of the total authorized capital, stock of said corporation shall be Fifty Thousand Dollars ($50,000.00) , which shall be divided into 5,000 shares of the par value of Ten Dollars ($10.00) each.


           "The amount of capital stock with which it will commence business is One Thousand Dollars ($1,000.00), being One Hundred (100) shares of the par value of Ten Dollars ($10.00) each."

Dated this 25th day of February, 1970.

/s/ John Webb                                            
John Webb, President

ATTEST:

/s/ Grover Webb
Grover Webb, Secretary

It is hereby certified that the foregoing instrument was prepared by Zane Grey Staker, Attorney at Law, Williamsom, West Virginia, on the 25th day of February, 1970.

/s/ Zane Grey Whitaker                                 
Zane Grey Whitaker

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
KERMIT COAL COMPANY

Adopted in accordance with the provisions
of Section 31-1-109 of the West Virginia Corporation Act

           The undersigned officers of Kermit coal company, a corporation existing under the laws of the State of West Virginia, do hereby certify as follows:

           FIRST: The name of the corporation is Kermit Coal Company (the "Corporation").

           SECOND: The following amendment to Article III. of the Articles of Incorporation of the Corporation (the "Articles of Incorporation") was adopted by the board of directors and sole stockholder of the Corporation in accordance with Section 31-1-73 of the West Virginia Corporation act, by unanimous written consent.

           "III. 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 West Virginia corporation Act."

           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 was 100.

           FOURTH: The designation and number of outstanding shares of each class entitled to vote, as a class were 100 shares of common stock.

           FIFTH: The number of shares voted for such amendment was 100 and the number of shares voted against such amendment was 0.

           SIXTH: The number of shares of each class entitled to vote as a class voted for such amendment was 100 shares of voting common stock and against such amendment was 0.

           IN WITNESS WHEREOF, the undersigned being the President and Asst. Secretary, have hereunto signed these Articles of Amendment of the Articles of Incorporation as of this 10th day of November, 1992.

By: /s/ Larry M. Misinay                      
Title: President

ATTEST:
By /s/ S.J. Paul
Title: Asst. Secretary

STATE OF
COUNTY OF

           I, Anna J. Hammond, a Notary Public, do hereby certify that on this 10th day November, 1992, personally appeared before me, Larry M. Misinay and S. J. Paul, who being by me first duly sworn, declared that they are the President and Asst. Secretary, respectively, of Kermit coal Company and that they signed the foregoing document as President and Asst. Secretary, respectively of the Corporation, and that the statements therein contained are true.

By: /s/ Anna J. Hammond                                 
Notary Public
My commission expires: April 5, 1995

Articles of Amendment
prepared by:
Laura Chiofalo Smith
c/o Kirkland & Ellis
55 East 52nd Street
16 floor
New York, NY 10055

EX-3

Exhibit 3.40(b)

AMENDED AND RESTATED BYLAWS

OF

KERMIT COAL COMPANY

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.41(a)

ARTICLES OF INCORPORATION
OF
KINDILL HOLDING, INC.

           The undersigned, acting as incorporator of a corporation under the Kentucky Business Corporation Act (the "Act"), adopts the following Articles of Incorporation for such corporation:

ARTICLE I

Name

           The name of the Corporation is Kindill Holding, Inc.

ARTICLE II

Purpose

           The purposes for which the Corporation is organized are:

           (a) To engage in any or all lawful business for which corporations may be incorporated under the Kentucky Business Corporation Act, and to exercise any and all powers that corporations may now or hereafter exercise under the Kentucky Business Corporation Act, whether or not specifically enumerated herein;

           (b) To act as a holding company for one or more companies engaged in the business of mining, processing, shipping, marketing and selling coal and any and all related activities;

           (c) To provide services and engage in activities supporting and facilitating the operations of its subsidiaries and affiliated companies;

           (d) To sue and be sued, complain and defend in its corporate name;

           (e) To make and amend by-laws, not inconsistent with these Articles of Incorporation or with the laws of the Commonwealth of Kentucky, for managing the business and regulating the affairs of the Corporation;

           (f) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

           (g) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;

           (h) To purchase, receive, subscribe for or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

           (i) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations (which may be convertible into or include the option to purchase other securities of the Corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

           (j) To lend money, invest and reinvest its funds and receive and hold real and personal property as security for repayment;

           (k) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;

           (l) To elect directors and appoint officers, employees and agents of the Corporation, define their duties, fix their compensation and lend them money and credit;

           (m) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;

           (n) To such extent as a corporation organized under the Kentucky Business Corporation Act of the Kentucky Revised Statutes may now or hereafter lawfully do, as principal or agent, alone or in connection with other corporations, firms 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; 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 Kentucky Business Corporation Act or under any laws amendatory thereof, supplemental thereto, or substituted therefor; and to do any or all of the things hereinabove set forth to the same extent as natural persons might or could do.

           The foregoing clauses shall be construed as powers, as well as objects and purposes, and the matters expressed in each clause shall, unless herein otherwise expressly provided, be in nowise limited by reference to or inference from the terms of any other clause, but shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the general powers of the Corporation nor the meaning of the general terms used in describing any such purposes and powers; nor shall the expression of one thing be deemed to exclude another not expressed, although it be of like nature.

ARTICLE III

Shares

           The total number of shares which the Corporation is authorized to issue is 1,000 shares of Common Stock, having a par value of $.10 per share. The Common Stock shall have one vote per share, shall have all the voting power of the Corporation, shall be entitled to receive the net assets of the Corporation upon dissolution, and shall be without distinction as to powers, preferences and rights.

ARTICLE IV

Number of Directors;
Distributions and Redemptions

           All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board of Directors. The number of directors shall be fixed by resolution of the Board of Directors from time to time, subject to the applicable provisions of the Act and the Corporation's Bylaws.

           The Board of Directors of the Corporation, to the extent not prohibited by law, shall have the power to cause the Corporation to repurchase its own shares and shall have the power to cause the Corporation to make distributions, from time to time, to the Corporation's shareholders.

ARTICLE V

Initial Directors

           The number of directors constituting the initial Board of Directors is one (1), such person to serve until the first annual meeting of the shareholders and until such person's successor in office is elected and shall qualify. The name and mailing address of the person who is to serve as the initial director are as follows:

Ronnie G. Dunnigan
771 Corporate Drive, #900
Lexington, KY 40503

ARTICLE VI

Registered Office; Registered Agent

           The street address of the initial registered office of the Corporation is 3300 National City Tower, 101 South Fifth Street, Louisville, Kentucky 40202, and the name of its initial registered agent at such office is 3300 Corporation.

ARTICLE VII

Principal Office

           The mailing address of the principal office of the Corporation is 801 Frederica Street, #301, Owensboro, KY 42301.

ARTICLE VIII

Incorporator

           John H. Stites, III, whose mailing address is 3300 National City Tower, 101 South Fifth Street, Louisville, Kentucky 40202, is the sole incorporator of the Corporation.

ARTICLE IX

Indemnification of Directors and Officers

           To the fullest extent permitted by, and in accordance with the provisions of, the Act, the Corporation shall indemnify each director or officer of the Corporation against reasonable expenses (including reasonable attorneys' fees), judgments, taxes, penalties, fines (including any excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (collectively "Liability"), incurred by such person in connection with defending any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative, and whether formal or informal) to which such person is, or is threatened to be made, a party because such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, member, employee or agent of another domestic or foreign corporation, partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans. A director or officer shall be considered to be serving an employee benefit plan at the Corporation's request if such person's duties to the Corporation also impose duties on or otherwise involve services by such person to the plan or to participants in or beneficiaries of the plan. To the fullest extent authorized or permitted by, and in accordance with the provisions of, the Act, the Corporation shall pay or reimburse reasonable expenses (including reasonable attorneys' fees) incurred by a director or officer who is a party to a proceeding in advance of final disposition of such proceeding.

           The indemnification against Liability and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled under the Bylaws or any agreement, action of shareholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office of the Corporation, shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person.

           Any repeal or modification of this Article IX by the Board of Directors or shareholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation under this Article IX with respect to any act or omission occurring prior to the time of such repeal or modification.

ARTICLE X

Elimination of Certain Liability of Directors

           A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of such person's duties as a director; provided, however, that this provision shall not eliminate or limit the liability of a director for the following: (I) for any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders; (ii) 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; (iii) for any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or (iv) for any transaction from which the director derived an improper personal benefit. This Articles X shall continue to be applicable with respect to any such breach of duties by a director of the Corporation as a director notwithstanding that such director thereafter ceases to be a director and shall inure to the personal benefit of such person's heirs, executors and administrators.

ARTICLE XI

Action by Shareholders Without Meeting

           Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if shareholders representing at least 80% of the votes entitled to be cast at such meeting consent to such action in a writing that complies with the relevant provisions of the Act; provided, however, that the election of directors may be effected without a meeting only if shareholders representing 100% of the votes entitled to be cast so consent in such a writing.

ARTICLE XII

Special Meetings of Shareholders

           The Corporation shall hold a special meeting of shareholders if the holders of at least thirty percent (30%) of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, sign, date, and deliver to the Corporation's officer who has the responsibility of preparing minutes of the directors and shareholders' meetings and for authenticating records of the Corporation, one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.

ARTICLE XIII

Severability of Provisions

           If any provision of these Articles of Incorporation, or its application to any person or circumstances, is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of these Articles of Incorporation that can be given effect without the invalid provision or application, and to this end the provisions of these Articles of Incorporation are severable.

           IN TESTIMONY WHEREOF, witness the signature of the sole incorporator, this 24th day of April, 1997.

By: /S/ John H. Stites, III
       John H. Stites, III,
       Incorporator

This instrument was prepared by:

/S/ John H. Stites, III
John H. Stites, III
Greenebaum Doll & McDonald PLLC
3300 National City Tower
101 South Fifth Street
Louisville, Kentucky 40202
(502) 587-3544

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

KINDILL HOLDING, INC.

           Pursuant to the provisions of KRS 271B.10-050 and 271B.10-060, the following Articles of Amendment to the Articles of Incorporation of Kindill Holding, Inc., a Kentucky corporation (the "Corporation"), are hereby adopted:

FIRST: The name of the Corporation is Kindill Holding, Inc.

SECOND: The text of the amendment to the Corporation's Articles of Incorporation is as follows:

ARTICLE III

Shares

           The total number of shares of capital stock which the Corporation is authorized to issue is thirty thousand (30,000) common shares, having a par value of $.10 per share. The common shares shall have one vote per share, shall have all the voting power of the Corporation, shall be entitled to receive the net assets of the Corporation upon dissolution, and shall be without distinction as to powers, preferences and rights.

THIRD: The above designated amendment does not provide for an exchange, reclassification or cancellation of issued shares of stock of the Corporation.

FOURTH: The designated amendment was adopted on September 16, 1997 by the Board of Directors without shareholder approval, such shareholder approval not being required pursuant to KRS 271B.10-050.

Dated: September 17, 1997

KINDILL HOLDING, INC.

By: /S/ Ronnie G. Dunnigan
       Ronnie G. Dunnigan
       Initial Director

This instrument prepared by:
/S/ John H. Stites, III
John H. Stites, III
Greenebaum Doll & McDonald PLLC
3300 National City Tower
101 South Fifth Street
Louisville, Kentucky 40202
502/589-4200

EX-3

Exhibit 3.41(b)

AMENDED AND RESTATED BYLAWS

OF

KINDILL HOLDING, INC.

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

        These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.42(a)

ARTICLES OF INCORPORATION
OF
KINDILL MINING, INC.

           The undersigned incorporator of KINDILL MINING, INC., desiring to form a corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana Business Corporation Law, as amended (hereinafter sometimes referred to as the "Act") , hereby executes the following Articles of Incorporation:

ARTICLE I

Name

           The name of the Corporation is Kindill Mining, Inc.

ARTICLE II

Purposes

           The purposes for which the Corporation is formed are:

           1.     To engage in every lawful business of whatsoever nature including, but not limited to, buying, selling, managing and otherwise dealing in property of all kinds, both real and personal, tangible and intangible, and the manufacturing, processing, mining and otherwise extracting properties of all kinds; excepting, however, any business denied to a corporation by the Indiana Business Corporation Law.

           2.     To do any and all things permitted by the Indiana Business Corporation Law and any and all acts amendatory and supplemental thereto.

The above powers granted to this Corporation are in furtherance and not in limitation of any rights, powers or privileges conferred upon this Corporation now or hereafter by law.

ARTICLE III

Period of Existence

           The period during which the Corporation shall continue is perpetual.

ARTICLE IV

Registered Office and Agent

           The street address of the Corporation's initial registered office in Indiana and the name of its initial registered agent at that office is Randall K. Craig, Reed Building, Suite 5, 2709 Washington Avenue, Evansville, Indiana, 47714.

ARTICLE V

Number of Shares

           1.     The total number of shares which the Corporation is authorized to issue is 10,000, which shares shall consist of one class of shares having unlimited voting rights and which shall be entitled to receive the net assets of the Corporation upon dissolution.

Terms of Shares

           2.     The following provisions shall be applicable in regard to the issuance of shares:

(a)     Shares of the stock of the Corporation may be issued by the Corporation for such an amount of consideration as may be fixed from time to time by the consent in writing of, or by the vote of, the holders of a majority of the number of shares of each class of shares then outstanding and entitled by the Articles of Incorporation to vote with respect thereto.

(b)     The holders from time to time of the shares of the capital stock of the Corporation shall have the preemptive right to purchase for such consideration as may be fixed by the consent in writing of, or by the vote of, the holders of a majority of shares of each class of shares then outstanding and entitled by the Articles of Incorporation to vote with respect thereto, and upon such other terms and conditions as shall be fixed by the Board of Directors, such of the shares of the capital stock of the Corporation of any class as may be issued or sold by the Corporation from time to time, which pre-emptive rights shall be in the respective ratio which the number of shares held by each shareholder at the time of such issue or sale bears to the total number of full shares outstanding in the name of all shareholders at such time. Such pre-emptive rights may be exercised by each shareholder as to all or any part of the shares subject to that shareholder's pre-emptive right. The pre-emptive right shall not require the issuance or sale of any fractional shares and the pre-emptive right shall be limited to the total number of full shares called for by the application of the above-mentioned ratio. Any shares remaining in an issue or sale shall then be offered to those shareholders desiring to purchase additional shares and each shareholder may purchase as many of such remaining shares as such shareholder desires, provided that so long as there is more than one shareholder who desires to purchase any of such remaining shares, each of such shareholders shall have the opportunity to participate equally in the purchase of such remaining shares. If there are any shares then remaining in an issue or sale, such shares may be issued or sold as determined by the Board of Directors. The pre-emptive rights set forth herein shall apply to all shares, whether such shares constitute a part of the shares of the capital stock of the Corporation of any class presently or subsequently authorized, and to all shares of capital stock of the Corporation of any class purchased or acquired by the Corporation.

(c)     In elections for the Board of Directors, each shareholder shall have a number of votes equal to the number of directors to be elected multiplied by the number of shares he, she or it holds, and each shareholder may accumulate his, her or its votes and give one candidate all of them, or the shareholder may distribute them among as many candidates as such shareholder sees fit. The candidates that receive the highest number of votes, up to the number of directors to be elected, shall thereupon be elected.

ARTICLE VI

Directors

           The initial Board of Directors is composed of one (1) member. The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be one (1). When the By-Laws of the Corporation shall provide that the Board of Directors shall consist of nine (9) or more members, the By-Laws of the Corporation may provide that the directors shall be divided into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be, whose terms of office shall expire at different times; provided, however, no term of any class of directors shall continue longer than three (3) years; and provided further, however, that the staggered terms of directors shall in all respects comply with the requirements of the Act.

ARTICLE VII

Incorporator

           The name and post office address of the incorporator of the corporation is Randall K. Craig, Reed Building, Suite 5, 2709 Washington Avenue, Evansville, Indiana, 47714.

ARTICLE VIII

Provisions For Regulation of Business
and Conduct of Affairs of Corporation

           Subject to the requirements of the Act and all amendments and supplements thereto, all matters relating to the regulation of business and the conduct of the affairs of the Corporation shall be as set forth in the By-Laws of the Corporation.

           Randall K. Craig hereby verify subject to penalties of perjury that the facts contained herein are true.

S/Randall K. Craig                      
Randall K. Craig

THIS INSTRUMENT PREPARED BY:

Randall K. Craig
Attorney at Law
Reed Building, Suite 5
2709 Washington Avenue
Evansville, IN 47714
Telephone: (812) 477-3337
Facsimile: (812) 477-3658

EX-3

Exhibit 3.42(b)

AMENDED AND RESTATED BYLAWS

OF

KINDILL MINING, INC.

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Indiana Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.43(a)

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LESLIE RESOURCES, INC.

           Pursuant to the provisions of KRS 271B.10.010, et seq., the undersigned corporation executes these Restated and Amended Articles of Incorporation and states that each and every article is being amended, the text of which amendments are set forth below. The undersigned corporation further states that the following Amended and Restated Articles of Incorporation were adopted by the sole shareholder of the corporation on January 15, 1998, in the manner prescribed by the Kentucky Business Corporation Act.

           1.     Corporate Name. The Corporation's name shall be Leslie Resources, Inc.

           2.     Authorized Shares. The Corporation shall have authority to issue One Hundred (100) shares of no par value common stock.

           3.     Registered Office and Agent. The street address of the Corporation's registered office shall be 109 Broadway, Hazard, Kentucky 41701. The name of the Corporation's registered agent at that office shall be Ronald G. Combs.

           4.     Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

           5.     Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

           6.     Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person's conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

           7.     Limitation of Director Liability.

                     (a)     Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b)     Nothing in Article 7 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                               (i)     Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                               (ii)     Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                               (iii)     Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                               (iv)     Any transaction from which the director derived an improper personal benefit.

           These Amended and Restated Articles of Incorporation supercede the original Articles of Incorporation and all amendments thereto.

           The number of shares of the corporation outstanding at the time of such adoption was 20; and the number of shares entitled to vote thereon was 20.

           The number of shares voted for such amendment was 20; and the number of shares voted against such amendment was zero.

LESLIE RESOURCES, INC.


By: /s/ John Lynch                      
       John Lynch, Secretary

Date: 1/30/98

STATE OF KENTUCKY

COUNTY OF BOYD )
)
)

           I, the undersigned Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that John Lynch as Secretary personally appeared before me, and after having been duly sworn, declared and acknowledged and verified the foregoing Amended and Restated Articles of Incorporation of Leslie Resources, Inc. as of the _____ day of January, 1998.

           My commission expires:______________________

                                                                            
NOTARY PUBLIC, STATE AT LARGE,
KENTUCKY

Prepared by:

/s/ Thomas C. Walker
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.43(b)

AMENDED AND RESTATED BYLAWS

OF

LESLIE RESOURCES, INC.

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.44(a)

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LESLIE RESOURCES MANAGEMENT, INC.

           Pursuant to the provisions of KRS 271B.10.010, et seq., the undersigned corporation executes these Restated and Amended Articles of Incorporation and states that each and every article is being amended, the text of which amendments are set forth below. The undersigned corporation further states that the following Amended and Restated Articles of Incorporation were adopted by the sole shareholder of the corporation on January 15, 1998, in the manner prescribed by the Kentucky Business Corporation Act.

           1.     Corporate Name. The Corporation's name shall be Leslie Resources Management, Inc.

           2.     Authorized Shares. The Corporation shall have authority to issue One Thousand (1,000) shares of no par value common stock.

           3.     Registered Office and Agent. The street address of the Corporation's registered office shall be 109 Broadway, Hazard, Kentucky 41701. The name of the Corporation's registered agent at that office shall be Ronald G. Combs.

           4.     Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

           5.     Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

           6.     Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person's conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

           7.     Limitation of Director Liability.

                     (a)     Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b)     Nothing in Article 7 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                               (i)     Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                               (ii)     Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                               (iii)     Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                               (iv)     Any transaction from which the director derived an improper personal benefit.

           These Amended and Restated Articles of Incorporation supercede the original Articles of Incorporation and all amendments thereto.

           The number of shares of the corporation outstanding at the time of such adoption was 25; and the number of shares entitled to vote thereon was 25.

           The number of shares voted for such amendment was 25; and the number of shares voted against such amendment was zero.

LESLIE RESOURCES MANAGEMENT, INC.


By: /s/ John Lynch
       John Lynch, Secretary

Date: 1/30/98

STATE OF KENTUCKY

COUNTY OF BOYD

           I, the undersigned Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that John Lynch as Secretary personally appeared before me, and after having been duly sworn, declared and acknowledged and verified the foregoing Amended and Restated Articles of Incorporation of Leslie Resources Management, Inc. as of the _____ day of January, 1998.

           My commission expires:______________________

                                                                            
NOTARY PUBLIC, STATE AT LARGE,
KENTUCKY

Prepared by:

/s/ Thomas C. Walker
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.44(b)

AMENDED AND RESTATED BYLAWS

OF

LESLIE RESOURCES MANAGEMENT, INC.

SECTION 1

Meetings of Shareholders

           1.1   The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2   The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3   Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1   The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2   Meetings of the Board of Directors may be called by the President or by any director.

           2.3   Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1   The Corporation shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2   The President shall

                    (a)   Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                    (b)   Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                    (c)   Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                    (d)   Have such other powers and duties as the Board of Directors may assign to him.

           3.3   The Secretary shall

                    (a)   Issue notices of all meetings for which notice is required to be given,

                    (b)   Keep the minutes of all meetings and have charge of the corporate record books, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4   The Treasurer shall

                    (a)   Have the custody of all funds and securities of the Corporation,

                    (b)   Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5   Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1   Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.1   Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 4050

EX-3

Exhibit 3.45(a)

ARTICLES OF INCORPORATION

OF

McCOY COAL COMPANY

KNOW ALL MEN BY THESE PRESENTS:

           That we, the undersigned, have associated and do hereby associate for the purpose of forming a corporation under the laws of the Commonwealth of Kentucky.

ARTICLE I

           The corporation hereby proposed to be organized shall be named and known as McCoy Coal Company, by which name it may contract and be contracted with, sue and be sued, adopt a corporate seal and do all things necessary to the conduct of its business in the furtherance of its expressed purpose.

ARTICLE II

           The purpose and nature of the business which is to be transacted and promoted and carried on by this corporation shall be carrying on the business of producing, buying and selling and otherwise dealing in coal, coke and other fuel products, both at wholesale and retail and to buy, sell, convey, lease, pledge, mortgage, exchange, assign or otherwise acquire, hold and dispose of, handle and otherwise deal in and with real and personal property or any interest therein of whatever name, nature and description, and wherever the same may be situated, either within or without the State of Kentucky, and to exercise unlimitedly all rights and powers incident to the acquisition, holding or disposition of such interest; to lend money, credit or property to, guarantee or assume interests in, or contracts or obligations of, and otherwise an/or assist in any other manner corporations, associations and persons, to do all things necessary or desirable to protect or enhance directly or indirectly the value of any interest owned by the corporation or in which it may have any beneficial interest or rights; to borrow money, credit or property, to make contracts, to incur obligations and to secure the same by mortgage or pledge of all or part of its assets or franchises; to act for others in any capacity or manner, to participate with others and to merge or consolidate with other concerns in any business, enterprise or transaction which the company is authorized to engage in, in any manner and on any terms, and to do any and all further acts consistent with the purposes hereinbefore set forth, as now or hereafter authorized by law for a corporation, it being the intention that the enumeration of specific powers shall not operate to limit in any manner the general powers conferred upon corporations by the laws of the Commonwealth of Kentucky.

ARTICLE III

           The duration of this corporation shall be perpetual.

ARTICLE IV

           The address of the registered office of this corporation is (no street address) Hindman, Knott County, Kentucky. The name and address of its registered agent is Earl M. Cornett, (no street address) Hindman, Knott County, Kentucky 41822.

ARTICLE V

           The total number of shares of stock authorized to be issued and the authorized class thereof shall be 100 shares of no par value stock. The voting power of such stock shall be one vote per share.

ARTICLE VI

           The name and addresses of the incorporators and the number of share subscribed each are:

Earl M. Cornett Box 451, Hindman, Kentucky 50 shares

Warren J. Mullins (no street address)
Brinkley, Kentucky 50 shares

ARTICLE VII

           Two directors of the corporation are to be elected at the first meeting of the shareholders, to be held as soon as practicable after the issuance of the certificate of corporation. The names and addresses of these directors are: Earl M. Cornett, Box 451, Hindman, Kentucky 41822, and Warren J. Mullins, Brinkley, Kentucky 41805. They shall serve until the first annual meeting of the shareholders or until their successors be elected and qualify.

ARTICLE VIII

           The general officers of this corporation shall be a president, vice president, secretary and treasurer.

ARTICLE IX

           The affairs of the corporation shall be conducted by the herinbefore mentioned Board of Directors, as the law sets forth and said Board of Directors shall have the power to make all such by-laws, rules and regulations, and the conducting of the business as shall not be inconsistent with these articles.

           IN WITNESS WHEREOF, we the incorporators have hereunto set our hands, this 11th day of February, 1977.

s/Earl M. Cornett                      
EARL M. CORNETT

s/Warren J. Mullins                  
WARREN J. MULLINS

STATE OF KENTUCKY

COUNTY OF KNOTT

           Personally came before me this 11 day of February, 1977 the above named Earl M. Cornett and Warren J. Mullins, to me known to be the persons who executed the foregoing instrument, and acknowledged the same to be their free act and deed.

           Witness my signature and seal of office this 11 day of February, 1977.

s/Betty Lee Chaffins                      
NOTARY PUBLIC

THIS INSTRUMENT PREPARED BY
EARL M. CORNETT
ATTORNEY AT LAW
HINDMAN, KENTUCKY 41822
s/ Earl M. Cornett

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

MCCOY COAL COMPANY

           Pursuant to the provisions of KRS 271A. 305, the undersigned Corporation adopts the following Articles of Amendment to the Articles of Incorporation:

           FIRST: The name of the Corporation is McCoy Coal Company.

           SECOND: The following Amendments to the Articles of Incorporation were adopted by Resolution by the Board of Directors on June 26, 1979, and after proper Notice, were submitted to a vote of the Shareholders at a Meeting on June 26, 1979, and were adopted upon receipt of an affirmative vote of the holders of the majority of the shares entitled to vote thereon. The following Paragraph is added to Article II, which is the Purpose Clause of the Corporation, to-wit:

           The Company's Articles of Incorporation are amended to provide that one of the purposes of the Company shall be to purchase or lease or otherwise acquire farm properties and other real estate and to improve and develop the same and to plant, service and cultivate and harvest all kinds of farm produce and products of the soil thereon; to manufacture, lease, produce, buy, sell and otherwise deal in any and all kinds of farm and dairy products and to engage in the dairying business and to buy, lease, sell and deal in all machinery, tools, implements and other things used in connection with any of the purposes aforesaid and in general, to enjoy all of the rights, powers and privileges necessary or incidental to the conduct of said business.

           THIRD: The number of shares of the corporation outstanding at the time of such adoption was 66 2/3 shares, and the number of shares entitled to vote thereon was 66 2/3.

           FOURTH: The number of shares voted for such amendment was 66 2/3 and the number of shares voted against such amendment was zero.

           Dated this 27th day of June, 1979.

MCCOY COAL COMPANY

BY s/Warren J. Mullins                      
       PRESIDENT

       s/ Earl M. Cornett                          
       SECRETARY

STATE OF KENTUCKY

COUNTY OF KNOTT

           I, BETSY LEE CHAFFINS, Notary Public for the County and State aforesaid, do hereby certify that on this 27th day of June, 1979, personally appeared before me, Warren J. Mullins and Earl m. Cornett, who being by me first duly sworn, declared that Warren J. Mullins is President and Earl M. Cornett is Vice President and Secretary-Treasurer of McCoy coal Company, and that they signed the foregoing document a said Officers of McCoy Coal Company and that the statements contained therein are true.

           My Comm. expires 4-6-80.

s/ Betsy Lee Chaffins                      
NOTARY PUBLIC

EX-3

Exhibit 3.45(b)

AMENDED AND RESTATED BYLAWS

OF

MCCOY COAL COMPANY

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

           (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.46(a)

ARTICLES OF INCORPORATION
OF
INDIANA INDUSTRIAL LAND COMPANY

BE IT REMEMBERED, That there are hereby adopted the following articles of incorporation pursuant to the act of the General Assembly of the State of Indiana approved February 28, 1921, entitled “An Act concerning the organization and control of corporations for pecuniary profit and repealing all laws or parts of laws in conflict therewith”, and all acts amendatory thereof.

          1.    The names and addresses of the incorporators are as follows:

Name

Carl Holmes
Montgomery J. Atkinson
Edmond W. Hebel Address

7420 Drexel Avenue, Chicago, Illinois
312 South Marchfield Avenue, Chicago, Illinois
5756 Dorchester Avenue, Chicago, Illinois

          2.    The name of this corporation shall be INDIANA INDUSTRIAL LAND COMPANY.

          3.    The business to be done by this corporation is to transact a general real estate agency and brokerage business, including the management of estates; to act as agent, broker or attorney in fact for any persons or corporations in buying, selling and dealing in real property and any and every estate and interest therein, and choses in action secured thereby, judgments resulting therefrom, and other personal property collateral thereto, in making or obtaining loans upon such property, in supervising, managing and protecting such property and loans and all interests in and claims affecting the same, in effecting insurance against fire and all other risks thereon, and in managing and conducting any legal actions, proceedings and business relating to any of the purposes herein mentioned or referred to; to register mortgages and deeds of trust of real property or chattels real and all other securities collateral thereto; to investigate and report upon the credit and financial solvency and sufficiency of borrowers and sureties upon such securities; to purchase and hold real property and any and every estate and interest therein, and choses in action secured thereby; judgments resulting therefrom, and other personal property, collateral thereto; to improve, manage, operate, sell, mortgage, lease and otherwise dispose of any property so acquired; to loan upon such property, and to take mortgages and assignments of mortgages of the same; and to transact all or any other business which may be necessary or incidental or proper to the exercise of any or all of the aforesaid purposes of the corporation.

          4.    The amount of common capital stock of this corporation shall be five hundred (500) shares without par value. The price per share at which the common stock is to be or shall have been sold is one dollar ($1.00) per share.

          5.    The principal office or place of business of this corporation shall be located in Lake County, and the post office address shall be Gary, Indiana.

          6.    The business and property to be taken over by the corporation is as follows: none.

          7.    The number of directors of this corporation shall be five and the names of the directors who shall manage its affairs until the first annual meeting are as follows:

           Charles W. Chase, Gary, Indiana

          Carl Holmes, 7420 Drexel Avenue, Chicago, Illinois

           Harry C. Pearce, 5921 South Michigan Avenue, Chicago, Illinois

           Montgomery J. Atkinson, 312 South Marshfield Avenue, Chicago, Illinois

           Edmond W. Hebel, 5756 Dorchester Avenue, Chicago, Illinois

          8.    The length of the life of this corporation shall be fifty (50) years.

          9.    The first annual meeting of this corporation shall be held at Gary, Indiana, on the third Tuesday in March, 1924, at the hour of ten o'clock A.M.

          10.    The seal of the corporation shall be circular in form and shall have inscribed thereon the words “Indiana Industrial Land Company – Corporate Seal – Indiana.”

          IN WITNESS WHEREOF, we have hereunto set our hands this 19th day of June, A. D. 1923.

Carl Holmes
Montgomery J. Atkinson
Edmond W Hebel

STATE OF ILLINOIS,

COUNTY OF COOK. )
)
)
ss:

Before me, Edward H. Fiedler, a notary public in and for said County and State, personally appeared Carl Holmes, Montgomery J. Atkinson and Edmond W. Hebel, and severally acknowledged the execution of the foregoing articles of incorporation.

Witness my hand and notarial seal this 19th day of June, A. D. 1923.

Edward H. Fiedler
Notary Public

My commission expires June 8, 1924.

STATE OF INDIANA

COUNTY OF LAKE )
)
)
ss:

TO THE SECRETARY OF STATE OF THE
STATE OF INDIANA, AND TO THE
RECORDER OF THE COUNTY OF LAKE,
STATE OF INDIANA:

We, Alfred E. Jost, President, and B. R. Nightingale, Secretary, respectively, of INDIANA INDUSTRIAL LAND COMPANY, a corporation organized and existing under the laws of the state of Indiana, do hereby certify that at the regular annual meeting of the stockholders of Indiana Industrial Land Company, duly and regularly called and held for the purpose of amending the Articles of Incorporation to change the principal office or place of business of the corporation from Gary, Indiana, to Hammond, Indiana, at the principal office of the company in the city of Gary, Lake County, Indiana, on the 21st day of March, 1939, at 10:00 o’clock A.M., pursuant to fifteen days’ written notice duly and regularly given to each stockholder, the stockholders by a unanimous vote of a majority of the outstanding common capital stock amended the Articles of Incorporation of Indiana Industrial Land Company by changing the principal office or place of business of the corporation from Gary, in Lake County, Indiana, to Hammond, in Lake County, Indiana, and the following is a full, true, accurate and complete copy and transcript of the resolutions unanimously adopted by the stockholders amending the said Articles of Incorporation of the corporation, namely:

"B. R. Nightingale offered the following resolutions and moved their adoption:

BE IT RESOLVED by the stockholders of Indiana Industrial Land Company that the Articles of Incorporation which now provide that ‘the principal office or place of business of this corporation shall be located in Lake County, and the post office address shall be Gary, Indiana,’ be and they are hereby amended to read as follows:

‘The principal office or place of business of this corporation shall be located in Lake County, and the post office address shall be Hammond, Indiana’,

and

BE IT FURTHER RESOLVED that a certified copy of these proceedings be filed in the office of the Secretary of State of Indiana and in the office of the Recorder of Lake County, Indiana.

A. E. Jost seconded the motion to adopt the foregoing resolutions. Upon a ballot being taken there were 496 shares voting in favor of the motion to adopt the said resolutions and there were none voting against it.

Of the 500 issued and outstanding shares of the capital stock 496 shares having voted in favor of said motion, it was declared unanimously carried and adopted.”

WITNESS our hands and the seal of said Indiana Industrial Land Company, this 22nd day of March, 1939.

Alfred E. Jost President

B. R. Nightingale
Secretary

(SEAL)

STATE OF INDIANA

COUNTY OF LAKE )
)
)
ss:

           Alfred E. Jost and B. R. Nightingale, being each first duly sworn, each on respective oaths says that Alfred E. Jost is President and B. R. Nightingale is Secretary of Indiana Industrial Land Company, an Indiana Corporation, and that each has read the foregoing certified copy of the proceedings therein set forth and knows the contents thereof and that the facts therein stated and set forth are true.

Alfred E. Jost

B. R. Nightingale

Subscribed and sworn to before
me this 22nd day of March, A. D. 1939.

Fred A. Holb
Notary Public

My commission expires November 8, 1941.

(SEAL)

ARTICLES OF ACCEPTANCE

of

INDIANA INDUSTRIAL LAND COMPANY

          The above named corporation, desiring to accept the provisions of “The Indiana General Corporation Act” approved March 16, 1929, chapter 215 of the Acts of the Indiana General Assembly of 1929, and Acts amendatory thereof and supplemental thereto, the same having first been duly approved by its Board of Directors and thereafter duly adopted, by the affirmative votes of two-thirds or more of all of the outstanding shares entitled to vote in respect thereof, as provided by law does now hereby, by Albert M. Campbell, its Executive Vice President and Howard E. Lohmann, its Assistant Secretary sign, acknowledge and verify by the oaths of the above mentioned officers the following, its

ARTICLES OF ACCEPTANCE

          (1)    "The exact name of this corporation is INDIANA INDUSTRIAL LAND COMPANY.

          (2)    “The location of its principal office is Hammond, Lake County, Indiana, and its resident agent is (Name), whose address is (Address, City, State).

          (3)    "This corporation was incorporated June 20, 1923.

          (4)    “This corporation was incorporated under the Act of February 28, 1921; entitled, “An Act concerning the organization and control of corporations for pecuniary profit and repealing all laws or parts of laws in conflict herewith and all acts amendatory thereof.”

          (5)    “This corporation hereby accepts all of the terms and conditions of “The Indiana General Corporation Act,” approved March 16, 1929, chapter 215, of the Acts of the Indiana General Assembly, 1929, and Acts amendatory thereof and supplemental thereto.

          (6)    The provisions of the original Articles of Incorporation or Association are hereby restated in conformity with “The Indiana General Corporation Act approved March 16, 1929, Chapter 215 of the Acts of the Indiana General Assembly for 1929, and Acts amendatory thereof and supplemental thereto, as follows:

                     1.    The name of this corporation shall be Fairview Collieries Corporation.

                     2.    The purpose or purposes of the corporation are as follows:

                                (a) To carry on and conduct in all of its branches and without limitation the general business of mining or otherwise recovering, converting, treating or otherwise preparing for market, selling, producing or otherwise dealing in and with any minerals, ores, mineral substances, petroleum or gas, and any other natural product or substance of any kind or character; and without limiting the generality of the foregoing, specifically but not exclusively coal, iron, copper, clay, gold, silver, tin, asbestos, mercury, petroleum or oil, natural gas, and generally all other minerals, mineral substances, ores, and natural substances and products and any by-products thereof.

                                (b) To purchase or otherwise acquire, own, lease, occupy, operate, sell, manage, let, use, develop or otherwise deal in and with or turn to account any and all real estate containing any such minerals, mineral substances, ore, petroleum, oil, gas or any other natural substance or product as aforesaid, and any wood or timber lands, or any mining or other rights in and to any such real estate, for any purpose whatsoever.

                                (c) To carry on and conduct in all of its branches and without limitation the general business of mining, selling and dealing in and with coal or other combustible substances; to prospect for, locate and otherwise acquire rights with respect to coal or other combustible substances; to develop any mining property and place the same into operation and maintain the same in operation; to mine or otherwise extract, remove and recover any such coal or other substance; to treat, convert, mill or manufacture any such coal or other substance or otherwise deal in and with the same and prepare the same for market, so as to create and produce therefrom the commodity or substance in marketable form; to sell, purchase, deal in and with, export and import coal or other combustible substances, or any derivative or by-product thereof, either as principal or agent and generally and without limitation to carry on and conduct the general business of a coal mining company in all of its branches.

                                (d) To prospect for, locate or otherwise acquire any rights with respect to any other minerals, mineral substance or ore of any kind, including but not exclusively the various kind of ores, minerals and natural substances described in subdivision (a) hereof; to mine or otherwise extract or recover any such minerals, mineral substances or ores, or any of their by-products, and to manufacture, mill, convert, prepare for market and otherwise produce and deal in the same and in the products and by-products thereof, without limitation;

                                (e) To prospect for, bore for, drill for, mine and otherwise obtain petroleum., rock or carbon oils, natural gas and other minerals and mineral and hydro-carbon substances of all kinds; to lease, sub-lease, purchase, or otherwise acquire, and to hold, operate and to sell, lease, or otherwise dispose of petroleum, oil and natural gas lands and leases and rights and interests of any kind or character therein; to enter into contracts for prospecting for petroleum, rock or carbon oils or natural gas or other mineral substances and for the drilling of oil and gas wells and to carry out and execute any such contracts; to produce, manufacture, prepare for market, buy, sell, distribute and transport petroleum, oil, natural gas or other mineral substances in crude or refined condition; to construct and maintain and operate conduits, pipes and lines of tubing for the transportation of natural gas or oil for the public generally as well as for the use of said corporation; to transport such oil and gas by means of said pipes, tank cars or otherwise and to sell or otherwise supply the same to others; to lay, buy, lease, sell and operate pipe lines and storage tanks to be used to transport and store oils and gas and for the purposes of conducting a general pipe line and storage business; to construct and maintain gas wells, oil wells, salt wells and refineries and to buy, sell and deal in gas, oil and salt; to erect, acquire, construct, operate and maintain and to sell, lease, encumber and in any manner dispose of plants, refineries, buildings, machinery, pipe lines, goods, wares, merchandise, real and personal property rights of way, easements and other facilities necessary or proper for carrying on any of the aforesaid businesses; and in general and without limitation to conduct and carry on the general business of prospecting for, producing, transporting, selling and otherwise dealing in and with petroleum, rock or carbon oils, natural gas, salt and all mineral substances, their products and by-products and residual products and to deal generally in and with interests of all kinds therein without limitation and carry on any other business which may conveniently be conducted in conjunction with any of the businesses aforesaid.

                                (f) To search for, prospect and explore for ores and minerals and to locate mining claims, grounds or lodes in the United States of America or the territories thereof or in foreign countries, and record the same pursuant to the mining laws of the said United States or other countries; to bore, drill, prospect and mine for gold, silver, copper, lead., zinc, iron, antimony, tin, asbestos, and all kinds of ores, metals, minerals, and precious stones, oils, gas and coal, and to mill., convert, prepare for market and otherwise produce and deal in and with the same and in the products and by-products thereof; to purchase or otherwise acquire, own, exchange, sell or otherwise dispose of, mortgage, hypothecate and deal in minerals and mineral lands of all kinds oil, coal, and timber lands, personal estate, water and water rights, and to work, explore, operate and develop the same, and carry on the business of mining in all its branches; to carry on the business of searching for, prospecting, preparing, procuring, refining, piping, storing, transporting, supplying, buying, selling, manufacturing and distributing petroleum and other oils and their products or by-products; to construct, build, operate and maintain, oil wells, refineries, buildings, works, workhouses; to acquire by grant, purchase or otherwise, any property or privileges from any government, or from any authority, individual, municipal or otherwise, and to perform and fulfill the conditions thereof.

                                (g) To purchase, acquire, own, lease, occupy, operate, sell, manage, let, use, develop or otherwise turn to account any timber lands and generally to conduct the business of timbering, and carrying on the general business of a timber land and general lumber business in all of its branches, and the business of manufacturing, selling, and otherwise dealing and disposing of lumber or timber or any of its by-products, or of any articles manufactured in whole or in part therefrom.

                                (h) To carry on and conduct in all of its branches the general business of acting as sales agents for the sale of coal or other products of any kind upon a commission basis or otherwise, upon such terms and conditions as shall be agreed upon, including the type of sales agency commonly known as “delcredere” or otherwise, and in connection therewith guaranteeing the accounts or credits of any parties and otherwise conducting and operating any such business.

                                (i) In connection with the business of the corporation, to manufacture or otherwise produce, import, export, buy, sell, and in every way deal with and in, either as principal or agent or otherwise, goods, wares, and merchandise and personal property of every kind and description.

                                (j) To purchase, lease, erect, or otherwise acquire, exchange, sell, let or otherwise dispose of, own, maintain, develop and improve any and all property, real or personal, mines, breakers, collieries, coke ovens, plants, oil and gas wells, depots, factories, warehouses, stores, dwellings, houses, buildings or other places useful in connection with the business of the corporation.

                                (k) To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or any other governmental authority.

                                (l) To apply for, obtain, purchase, or otherwise acquire any and all patents, patent rights, copyrights, licenses and privileges, inventions, improvements, and processes, trade-marks, trade names, labels, designs and brands relating to or useful in connection with any business of the corporation; and to use, exercise, develop, grant licenses in respect of, sell, traffic in, and exchange the same.

                                (m) To acquire the goodwill, rights and property, and to take over or assume the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the assets in cash, stock or bonds or other securities of the corporation or otherwise.

                                (n) To borrow money for the purposes of the corporation and to issue or assume the payment of bonds, notes, debentures and other obligations, and to secure the same by pledge or mortgage of the whole or any part of the property of the corporation, either real or personal, or to issue bonds, notes, debentures, or other obligations without any such security, and to sell or pledge or dispose of such bonds, notes, debentures, or other obligations.

                                (o) To issue or assume the payment of bonds or other obligations, or issue stock in payment for, labor done, services rendered or property received.

                                (p) To subscribe to, purchase, acquire, hold, own, invest in, assign, pledge or otherwise dispose of or deal in the stock, bonds, and other securities and obligations of any other corporation, any partnership, firm or other association, domestic or foreign, and for whatever purposes organized; and to issue in exchange therefor its stock, bonds, or other obligations, and while the owner of any such stock, bonds, or other obligations, to possess and exercise in respect thereof all of the rights, powers, and privileges of individual owners thereof, including any and all voting powers.

                                (q) To aid by loan, subsidy, guaranty, or in any other manner whatsoever, any corporation whose stock, bonds, securities or other obligations are in any manner either directly or indirectly held or guaranteed or in which the corporation is interested; to do any and all other acts or things toward the preservation, protection, improvement, or enhancement in value of any such stock, bonds, securities, or other obligations, and to do any and all such acts or things designed to accomplish any such purpose.

                                (r) To transact a general real estate agency and brokerage business, including the management of estates; to act as agent, broker or attorney in fact for any persons or corporations in buying, selling and dealing in real property and any and every estate and interest therein, and choses in action secured thereby, judgments resulting therefrom, and other personal property collateral thereto, in making or obtaining loans upon such property, in supervising, managing and protecting such property and loans and all interests in and claims affecting the same, in effecting insurance against fire and all other risks thereon, and in managing and conducting any legal actions, proceedings and business relating to any of the purposes herein mentioned or referred to; to register mortgages and deeds of trust of real property or chattels real and all other securities collateral thereto; to investigate and report upon the credit and financial solvency and sufficiency of borrowers and sureties upon such securities; to purchase and hold real property and any and every estate and interest therein, and choses in action secured thereby, judgments resulting therefrom and other personal property, collateral thereto; to improve, manage, operate, sell, mortgage, lease and otherwise dispose of any property so acquired; to loan upon such property, and to take mortgages and assignments of mortgages of the same; and to transact all or any other business which may be necessary or incidental or proper to the exercise of any or all of the aforesaid purposes of the corporation.

Provided, however, that none of the foregoing purposes or powers listed in these articles shall be construed, nor are they intended to authorize this corporation to exercise any of the powers prohibited by Section 2, of the Indiana General Corporation Act of 1929. (Acts 1929, Ch. 215, Sec. 2, p. 725/)

                                (s) To carry on any business or operation deemed advantageous, which is incidental or accessory to any of the powers or purposes hereinbefore, specified; to acquire, use, undertake, manage, and dispose of contracts, properties and rights pertaining to the foregoing business, goodwill and liabilities of the corporations, associations, firms, and to do anything that a natural person might lawfully do or cause to be done in connection with any of the said things.

                                (t) In connection with the foregoing, to conduct its business and each and every part thereof and maintain offices both within and without the state of Indiana, and in all other states and territories, in the District of Columbia, in all dependencies colonies, or possessions of the United States of America, and in foreign countries and places; and in connection with such business to purchase or otherwise acquire, hold, possess, convey, transfer, mortgage, or otherwise dispose of real and personal property in all thereof, to the extent that the same may be permitted under their laws.

                                (u) To do each and everything necessary, suitable, convenient, or proper for the accomplishment of any of the purposes or the attainment of any one or all of the objects hereinbefore enumerated or incidental to the powers herein named, or which shall, at any time, appear conductive thereto or necessary for the protection or benefit of the corporation, either as a holder of or as interested in any property or otherwise.

                                (v) 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 Indiana upon corporations formed under the act hereinbefore referred to, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

                                (w) 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 certificate of incorporation, but the objects and purposes specified in each of the foregoing clauses of the article shall be regarded as independent objects and purposes.

                     3.    The period during which it is to continue as a corporation is unlimited and perpetual.

                     4.    The post office address of its principal office is 105 South Meridian Street, Indianapolis, Marion County, Indiana.

The name of its resident agent is Albert M. Campbell.

The post office address of its resident agent is 105 South Meridian Street, Indianapolis, Marion County, Indiana.

                     5.    The total number of shares into which its authorized capital stock is to be divided is 500 shares of common stock consisting of shares as follows:

                     No shares having a par value

                     500 shares without par value.

                     6.    (If the shares are to be divided into classes or kinds the designations of the different classes, the number and par value, if any, of the shares of each class, and either (a) a statement of the relative rights, preferences, limitations and restrictions of each class, or (b) a provision expressly vesting authority in the board of directors, subject to such restrictions as may be provided, to determine the relative rights, preferences, limitations and restrictions (other than voting-rights) of each class by resolution or resolutions adopted prior to the issuance of any of the shares of such class; and, if the shares of any class are to be issuable in series, descriptions of the several series, and either (a) a statement of the relative rights, preferences, limitations and restrictions of each series, or (b) a provision expressly vesting authority in the board of directors, subject to such restrictions as may be provided, to determine the relative rights, preferences, limitations and restrictions (other than voting rights) of each series by resolution or resolutions adopted prior to the issuance of any of the shares of such series.)

Indicate here:

                     7.    (If the shares are to be divided into classes or kinds, a statement of the voting rights and powers, if any, of the shares of each class, and of each series if the shares of any class are to be issuable in series, including the extent, if any, to which the shares of each such class and series shall be entitled to vote on questions of merger, consolidation and the sale of all or of substantially all of the assets of the corporation.)

Indicate here:

                     8.    The amount of paid-in capital with which this corporation will continue in business is $500.00. (This must not be less than $500.00.)

                     9.    The number of directors of this corporation shall be 8. (This must be an exact number and cannot be stated in the alternative.)

                     10.    The names and addresses of the board of directors of the corporation are as follows:

      Name                   Street              City              County          State
      ----                   ------              ----              ------          -----

Thomas W. Bowers         25 Broadway            New York,           New York,       New York

Albert M. Campbell       105 So. Meridian       Indianapolis,       Marion,         Indiana

Pierre F. Goodrich       Electric Bldg          Indianapolis,       Marion,         Indiana

Robert J. Hyland         76 Beaver Street,      New York,           New York,       New York

J. B. F. Melville        105 So. Meridian       Indianapolis,       Marion,         Indiana

J. Dwight Peterson       420 Circle Tower       Indianapolis,       Marion,         Indiana

Harold D. Wright         8 S. Michigan Ave.     Chicago,            Cook,           Illinois

One Vacancy

                     11.    (Any other provisions, consistent with the laws of this state, for the regulation of the business and conduct of the affairs of the corporation, and creating, defining, limiting or regulating the powers of the corporation, of the directors or of the shareholders or any class or classes of shareholder’s.)

Indicate here:

          The following provisions are inserted for the management of the business and the conduct of the affairs of the corporation and for the creation, definition, limitation and regulation of the powers of the corporation, its directors, and its stockholders, and it is hereby expressly provided that they are intended to be in furtherance and not in limitation or exclusion of the powers conferred by law:

          (1)    The board of directors shall have the power without the assent or vote of the stockholders to make, alter, amend and repeal the by-laws of the corporation.

          (2)    The by-laws shall provide for the adoption of a seal of the corporation, which shall have inscribed thereon the name of the corporation as changed by Item (6)(1) of the Articles of Acceptance; i.e., “Fairview Collieries Corporation” and such other wording as the said by-laws shall provide; and the provisions of Article 10 of the Certificate of Incorporation prior to the adoption of these Articles of Acceptance, relating to the seal, are and shall be deemed to be stricken out.

          (3)    The Board of Directors of the corporation shall have power from time to time to fix and determine and to vary the amount to be reserved as working capital of the corporation and before payment of any dividends or making any distribution of profits it may set aside out of the surplus or net profits of the corporation such sum or sums as it may from time to time, in its absolute discretion think proper whether as a reserve fund to meet contingencies or for the equalizing of dividends or for repairing or maintaining any property of the corporation or for such other corporate purposes as the board of directors shall think conducive to the interests of the corporation, subject only to such limitations as the by-laws of the corporation may from time to time impose, and the board may also increase, decrease and/or abolish any such reserve or reserves; and to make and determine the use and disposition of any surplus or net profits over and above the capital of the corporation.

          (4)    The board of directors shall have the power, without the assent or vote of the stockholders, to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation, including after-acquired property.

          (5)    The corporation may enter into contracts or transact business with one or more of its directors, or with any corporation or association in which any one or more of its directors are stockholders, directors or officers, and such contract or transaction shall not be invalidated or in any wise affected by the fact that such director or directors have or may have interests therein which are or might be averse to the interests of the corporation, and no director or directors having such adverse 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 under or by reason of any such contract or transaction; nor shall any such director or directors be accountable for any gains or profits realized thereon: Always provided, however, that such contract or transaction shall at the time at which it was entered into have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair and that full and fair disclosure of all of the relevant and material facts, including the interest of such director or directors, shall have been made to the board of directors before any vote is taken on any such proposition.

          (6)    The board of directors of the corporation shall have power from time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as expressly conferred by the laws of the state of Indiana, unless and until authorized so to do by a resolution of the board of directors.

          (7)    The board of directors of the corporation only by a unanimous vote of all of the directors then in office, shall have the power to appoint any Executive Committee from among their number, which Committee, to the extent and in the manner provided in the by-laws of the corporation, shall have and may exercise all of the powers of the board of directors of the corporation, so far as may be permitted by law in the management of the business and affairs of the corporation whenever the board of directors of the corporation is not in session. The fact that the Executive Committee has acted shall be conclusive evidence that the board of directors was not in session at the time of such action.

          (8)    The board of directors shall have the power from time to time in their discretion to issue any of the shares of the corporation for such consideration as is lawful under the laws of the state of Indiana.

          (9)    The board of directors of the corporation, in addition to the powers and authority expressly conferred upon it hereinbefore and by statute and by by-laws, is hereby empowered to exercise all such powers as may be exercised by the corporation; subject, nevertheless, to the provisions of the statutes of the state of Indiana, and of these articles of acceptance, and to any regulations that may from time to time be made by the stockholders of the corporation, provided that no regulation so made shall invalidate any provision of these articles of amendment or any prior act of the directors which would have continued valid if such regulation had not been made. Without limiting the generality of the foregoing, it is contemplated that this Corporation shall engage among other things, in the business of mining coal; and the Board of Directors is specifically authorized, without the vote of the stockholders, to purchase, lease or otherwise acquire any real estate believed to contain coal or other minerals, or any rights therein, upon such terms and conditions as the Board of Directors shall deem best, and in connection therewith, without limitation, to enter into any and all contracts, agreements or other arrangements of any kind for financing the enterprise, for completely equipping the Property and placing the same into complete operating condition, and for operating the same; and any such contract, lease, agreement or other arrangement of any kind may be entered into, when authorized by the Board of Directors, with any person, firm or corporation which at the time shall be the holder and owner of any of the shares of capital stock of this Corporation, and interested therein, and although any of the directors, officers or employees of any such corporation shall also be officers, directors or employees of this Corporation., and no Director of this Corporation 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 them under or by reason of any such contract or transaction.

          (10)    The Corporation reserves the right to increase or decrease its authorized capital stock, in any class or series thereof, or to reclassify the same, and to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, or in any amendment thereto, in the manner now or hereafter prescribed by law, and all rights conferred upon stockholders by this certificate of incorporation or any amendment thereto are granted subject to this reservation.

          (11)    Except as otherwise provided in the By-laws, the stockholders and the Board of Directors may hold their meetings and have one or more offices outside of the state of Indiana, and, subject to the provisions of the laws of said State, may keep the books of the Corporation outside of said State at such places as may from time to time be designated by the Board of Directors.

          (12)    The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding thirty (30) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding thirty days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date not exceeding thirty days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meetings, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, or to give such comment) and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

           Witness our hands and seals this 11th day of June, 1943, at Indianapolis, Indiana.

/s/ Albert M. Campbell
Vice-President

/s/ Howard E. Lohmann
Assistant Secretary

STATE OF INDIANA

COUNTY OF MARION )
)
)
ss:

          Before me, Martha Jane Quick, a Notary Public in and for said County and State, personally appeared Albert M. Campbell and Howard E. Lohmann to me well known to be the Vice President and Assistant Secretary, respectively of the above named corporation and severally acknowledged the execution of the foregoing Articles of Acceptance and swore to the contents thereof this 11th day of June, 1943.

(SEAL); /s/ Martha Jane Quick
Notary Public

My commission expires October 14, 1944

(Articles of Acceptance must be prepared and signed in triplicate in the form prescribed by the Secretary of State, by the president or a vice-president and the secretary or an assistant secretary of the corporation, and acknowledged and sworn to before a Notary Public, by the officers signing the same, and shall be presented in triplicate to the Secretary of State at his office accompanied by the fees prescribed by law.)

ARTICLES OF AMENDMENT

of the

ARTICLES OF INCORPORATION

Of

FAIRVIEW COLLIERIES CORPORATION

          Albert M. Campbell, Executive Vice-President and Howard E. Lohmann, Assistant Secretary of the above named corporation respectfully show that:

          1.    The above named corporation was organized or reorganized under "The Indiana General Corporation Act," approved March 16,1929, on June 20, 1923.

          2.    The above named corporation upon the proposal of its Board of Directors by resolution duly adopted by said Board of Directors setting forth the proposed amendment – and directing that the same be submitted to a vote of the shareholders entitled to vote in respect thereof at a designated meeting of such shareholders and upon the adoption thereof by said shareholders at said meeting as provided by law and as hereinafter more specifically set out, does now hereby by Albert M. Campbell, its Executive Vice President and Howard E. Lohmann, its Assistant Secretary, execute and acknowledge the following: [Exact text of Amendment]

Articles of Amendment of its Articles of Incorporation

          3.    (a)   Article 5 of the Articles of Incorporation is hereby amended so as to read as follows:

          “5. The total number of shares into which the authorized capital stock of this Corporation is to be divided is 1,000 shares of common stock, consisting of shares as follows:

No shares having a par value

1,000 shares without par value."

          The above amendment was adopted in the following manner and by the following vote, that is to say:

          The Board of Directors of said corporation, at a duly called (or regular meeting) of said board held on September 21, 1943, at New York City adopted the following resolution of Articles of Amendment of the Articles of Incorporation of said corporation:

          “Resolved, That the Board of Directors proposes that Article 5 of the Articles of Incorporation be amended to read as follows:

          5.    The total number of shares into which the authorized capital stock of this Corporation is to be divided is 1,000 shares of common stock, consisting of shares as follows:

No shares having a par value

1,000 shares without par value.

          “Be it further resolved, that this proposed amendment be submitted to a vote of the shareholders entitled to vote thereon at a special meeting, to be held on the 21st day of September, 1943, at the City of New York.

          "Be it further resolved that a special meeting of the shareholders entitled to vote thereon is hereby called for September 21, 1943, at 3:30 P.M., E.W.T., at the office of the Secretary, 67 Wall Street, New York.

          A special meeting of the shareholders was held accordingly on the said 21st day of September, 1943, pursuant to waiver, and a majority of the shareholders entitled to vote was present, either in person or by proxy, and participated in the meeting.

          If the ten days notice of the shareholders’ meeting, required by statute to be given to the shareholders, was waived by the shareholders, state if a majority of the shareholders entitled to vote was present, either in person or by proxy, and participated in the meeting.

          (b) At the shareholders’ meeting the shareholders entitled to vote in respect of said amendments to the articles of Incorporation, upon the call and notice required by law, notice having duly been waived as aforesaid, did adopt the above amendment(s) by the affirmative vote of the holders of at least a majority and/or such greater proportion as required by its Articles of Incorporation, of the outstanding shares entitled to vote thereon; and/or by the affirmative votes of the holders of at least a majority and/or such greater proportion as required by its Articles of Incorporation of the outstanding shares entitled to vote as a class thereon; and/or at least a majority of the outstanding shares of all other classes entitled to vote thereon.

          (c) 1. The amount or number of shares heretofore authorized are as follows:

500 shares of common stock having no par value.

          2. The additional amount or number of shares authorized by this amendment are as follows:

500 shares of common stock having no par value.

          (d) 1. The amount or number of shares heretofore authorized are as follows:

          2. The amount or number of shares heretofore authorized that have been issued are as follows:

          3. The amount or number of shares of reduction authorized by this amendment is as follows:

          4. Said reduction will be accomplished in the following manner, to-wit:

          (e) 1. The amount or number of shares heretofore authorized areas follows:

          2. The amount or number of shares heretofore authorized that have been issued are as follows:

          3. The change to be made by this amendment is

          4. The manner in which the change shall be effected is

                     In witness whereof the undersigned Executive Vice President and Assistant Secretary, respectively of said corporation have hereunto set their hands and seals this 9th day of October, 1943.

/s/ Albert M. Campbell
Vice President

/s/ Howard E. Lohmann
Assistant Secretary

State of Indiana

County of Marion )
)
)
ss:

                     Before me, Martha Jane Quick, a Notary Public in and for said County and State, personally appeared Albert M. Campbell and Howard E. Lohmann well known to me to be the Executive Vice President and the Assistant Secretary, respectively of the above named corporation and severally acknowledged the execution of the foregoing Articles of Amendment.

                     Witness my hand and notarial seal this 9th day of October, 1943.

(SEAL) /s/ Martha Jane Quick
Notary Public

My commission expires October 14, 1944.

(Articles of Amendment must be executed in triplicate; all three copies must be approved by the Secretary of State, who retains one copy; one copy must be filed by the corporation with the County Recorder of the County in which the Articles of incorporation of such corporation were or should have been filed for record, before the corporation exercises any authority under the amendment; the corporation retains the other copy.)

ARTICLES OF AMENDMENT

of the

ARTICLES OF INCORPORATION

Of

FAIRVIEW COLLIERIES CORPORATION

                     Robert P. Koenig, President and Howard E. Lohmann, Assistant Secretary of the above named corporation respectfully show that:

          1.    The above named corporation was organized or reorganized under "The Indiana General Corporation Act," approved March 16, 1929, on June 20, 1923.

          2.    The above named corporation upon the proposal of its Board of Directors by resolution duly adopted by said Board of Directors setting forth the proposed amendment and directing that the same be submitted to a vote of the shareholders entitled to vote in respect thereof at a designated meeting of such shareholders and upon the adoption thereof by said shareholders at said meeting as provided by law and as hereinafter more specifically set out, does now hereby by Robert P. Koenig, its President and Howard E. Lohmann, its Assistant Secretary execute and acknowledge the following:

Articles of Amendment of its Articles of Incorporation

          3.    (a) Article 9 of the Articles of Incorporation is hereby amended so as to read as follows:

          9. "The number of directors of this corporation shall be five (5)."

          The above amendment was adopted in the following manner and by the following vote, that is to say:

          The Board of Directors of said corporation, at a duly called (or regular meeting) of said board held on April 19, 1948, at Indianapolis, Indiana adopted the following resolution of Articles of Amendment of the Articles of Incorporation of said corporation:

          “Resolved, That the Board of Directors proposes that Article 9 of the Articles of Incorporation be amended to read as follows:

          "9. The number of directors of this corporation shall be five (5)."

          “Be it further resolved, that this proposed amendment be submitted to a vote of the shareholders entitled to vote thereon at a special meeting, to be held on the 19th day of April, 1948, at Indianapolis, Indiana.

          “Be it further resolved that a special meeting of the shareholders entitled to vote thereon is hereby called for April 19, 1948 at 1:00 P.M., at 105 South Meridian Street, Indianapolis, Indiana.

          A Special meeting of the shareholders was held accordingly on the said 19th day of April, 1948, pursuant to waiver, and a majority of the shareholders entitled to vote was present, either in person or by proxy, and participated in the meeting.

          If the ten days notice of the shareholders’ meeting, required by statute to be given to the shareholders, was waived by the shareholders, state if a majority of the shareholders entitled to vote was present, either in person or by proxy, and participated in the meeting.

          (b)    At the shareholders’ meeting the shareholders entitled to vote in respect of said amendments to the Articles of Incorporation upon the call and notice required by law, notice having duly been waived as aforesaid, did adopt the above amendment(s) by the affirmative vote of the holders of at least a majority and/or such greater proportion as required by its Articles of Incorporation, of the outstanding shares entitled to vote thereon; and./or by the affirmative votes of the holders of at least a majority and/or such greater proportion as required by its Articles of Incorporation of the outstanding shares entitled to vote as a class thereon; and/or at least a majority of the outstanding shares of all other classes entitled to vote thereon.

          (c)    1. The amount or number of shares heretofore authorized are as follows:

          2.    The additional amount or number of shares authorized by this amendment are as follows:

          (d)    1. The amount or number of shares heretofore authorized are as follows:

          2.    The amount or number of shares heretofore authorized that have been issued are as follows:

          3.    The amount or number of shares of reduction authorized by this amendment is as follows:

          4.    Said reduction will be accomplished in the following manner, to-wit:

          (e)    1. The amount or number of shares heretofore authorized areas follows:

          2.    The amount or number of shares heretofore authorized that have been issued are as follows:

          3.    The change to be made by this amendment is

          4.    The manner in which the change shall be effected is

                     In witness whereof the undersigned President and Assistant Secretary respectively of said corporation have hereunto set their hands and seals this 19th day of April, 1948.

/s/ Robert P. Koenig
President

/s/ Howard E. Lohmann
Assistant Secretary

State of Indiana

County of Marion )
)
)
ss:

                     Before me, Clifton A. Tharp, a Notary Public in and for said County and State, personally appeared Robert P. Koenig and Howard E. Lohmann, well known to me to be the President and the Assistant Secretary, respectively of the above named corporation and severally acknowledged the execution of the foregoing Articles of Amendment.

                     Witness my hand and notarial seal this 20th day of April, 1948.

(Seal) /s/ Clifton A. Tharp
Notary Public

My commission expires May 8, 1951.

(Articles of Amendment must be executed in triplicate; all three copies must be approved by the Secretary of State, who retains one copy; one copy must be filed by the corporation with the County Recorder of the County in which the Articles of Incorporation of such corporation were or should have been filed for record, before the corporation exercises any authority under the amendment; the corporation retains the other copy.)

ARTICLES OF MERGER

- -of-

MIAMI COAL COMPANY

- -into

FAIRVIEW COLLIERIES CORPORATION

The undersigned,

MIAMI COAL COMPANY, a corporation organized in Indiana on April 26, 1901 under the Act of June 15, 1852, and having accepted the provisions of the Indiana General Corporation Act., as amended, on September 28, 1939 (hereinafter referred to as the “Merging Corporation”) and

FAIRVIEW COLLIERIES CORPORATION, a corporation organized in Indiana on June 20, 1923 under the corporate title of Indiana Industrial Land Company, and having accepted the provisions of the Indiana General Corporation Act, as amended, and its corporate title having been changed to Fairview Collieries Corporation on June 11, 1943 (hereinafter referred to as the “Surviving Corporation”),

each desiring to give notice of corporate action effectuating the merger of the Merging Corporation and the Surviving Corporation, and acting by its President or Vice-President and its Secretary or Assistant Secretary, hereby certifies, each with respect to the facts and acts relating to it and the action taken by its Board of Directors and Shareholders, the following facts:

SUBDIVISION A

AGREEMENT OF MERGER AND SIGNATURES THERETO

                     The Merging Corporation and the Surviving Corporation have entered into an Agreement of Merger, the title, parties, terms, conditions and signatures of which are as follows:

AGREEMENT OF MERGER
OF
MIAMI COAL COMPANY
a corporation organized and existing under
the laws of the State of Indiana

- -into-

FAIRVIEW COLLIERIES CORPORATION
a corporation organized and existing under
the laws of the state of Indiana

W I T N E S S E T H:

                     That the corporations above-named, in order to merge in accordance with the laws of the State of Indiana, do hereby enter into this Agreement of Merger prescribing the terms and conditions of the merger, the mode of carrying the same into effect, the manner of converting the shares of the Merging Corporation which is to be merged into shares of the corporation surviving such merger, and to set forth such other facts as shall be required or permitted to be sot forth in agreements of merger under the laws of the State of Indiana, and do covenant and agree as follows:

                     FIRST: The name of the corporation proposing to merge is:

                                MIAMI COAL COMPANY, a corporation organized and existing under the laws of the State of Indiana, which is hereinafter referred to as the "Merging Corporation".

                                The name of the corporation into which it proposes to merge is FAIRVIEW COLLIERIES CORPORATION, a corporation organized and existing under the laws of the State of Indiana which is hereinafter referred to as the "Surviving Corporation".

                                The location of the principal office of the Surviving Corporation is 105 South Meridian Street, Indianapolis, Indiana. The name of its resident agent is Robert P. Koenig, 105 South Meridian Street, Indianapolis, Indiana.

                     SECOND: The names, states of incorporation and the laws of such states under which such merging and surviving corporations were organized, and the dates of incorporation are as follows:

                                MIAMI COAL COMPANY was organized in Indiana on April 26, 1901 under the Act of June 15, 1852, entitled “An Act for the Incorporation of Manufacturing and Mining Companies and Companies for Mechanical, Chemical and Building Purposes”, as amended, and was reorganized on September 28, 1939 under the Indiana General Corporation Act.

                                FAIRVIEW COLLIERIES CORPORATION was organized in Indiana on June 20, 1923 under the corporate title of Indiana Industrial Land Company and it was reorganized under the Indiana General Corporation Act of 1929 and its corporate title changed to Fairview Collieries Corporation on June 11, 1943.

                     THIRD: A restatement of such provisions of the Articles of Incorporation of the Surviving Corporation as may be deemed necessary or advisable to give effect to the proposed merger are as follows:

                     (1)    The name of the Surviving Corporation is FAIRVIEW COLLIERIES CORPORATION.

                     (2)    The nature and purposes for which it is formed are as follows:

                                (a)   To carry on and conduct the general business of mining in all of its branches; to search for, prospect and explore for ores, metals, minerals and mineral substances and products of all kinds, (including but not limited to coal, oil, petroleum, gas, clay and stone); to carry on and conduct general mining operations with respect thereto for the recovery of any such ores, metals or mineral substances or products; to mine and recover the same; to carry on the business of milling, concentrating, treating, converting, preparing for market and otherwise producing and dealing in and with any such ores, metals, minerals and mineral substances and products, and the by-products and end-products thereof, of every kind and description and by whatsoever process the same can or may now or hereafter be produced; to buy, sell, exchange, lease, acquire and generally deal in and with mines, minerals, mineral rights, mineral properties and mining claims and licenses, and to conduct all business appertaining thereto; to carry on any such business or activities either as principal or agent;

                                (b)    To mine, produce, develop, sell, purchase, deal in (both at wholesale and retail), export and import coal and other mineral or combustible substances, and to purchase, lease, mortgage, obtain rights with respect to and sell coal lands, coal rights, coal and timber lands, and to manufacture, produce, buy, sell and deal in or deal with all products and by-products of any such lands, rights and materials or substances;

                                (c)    To buy, sell, exchange and generally deal in and with and to carry on and conduct in all of its branches, either as principal or agent, the general business of dealers in minerals, mineral substances, ores, and mineral products and by-products of all kinds, especially but not exclusively coal, petroleum, oil, gas, clay, carbon, petroleum carbon, briquettes and all other products and by-products derived from mines or mining or mineral properties or produced, marketed or sold or offered for sale by operators of any such properties;

                                (d)    To purchase or otherwise acquire, and to hold, own, maintain, work and develop, and to sell, lease, let, convey, mortgage, or otherwise dispose of, lands and leaseholds and any interest, estate or rights in real property, and in personal or mixed property, or any franchises, rights, licenses, or privileges necessary, convenient or appropriate for any of the purposes herein expressed;

                                (e)    To carry on and conduct in all its branches the general business of prospectors for, producers of, and dealers in and with, petroleum, rock or carbon oils, natural gas and other minerals, and mineral and hydrocarbon substances of all kinds and all rights therein; to prospect for, bore for, drill for, mine and otherwise attain and produce petroleum, rock or carbon oils, natural gas and other minerals and mineral and hydrocarbon substances of all kinds; to lease, sublease, purchase or otherwise acquire, and to hold, operate, sell, lease or otherwise dispose of or deal in petroleum, oil and natural gas lands and leases, and rights and interests of any kind or character therein; to enter into contracts for prospecting for petroleum, rock or carbon, oils or natural gas or other mineral substances, or for the drilling of oil and gas wells, and to carry out and execute any such contracts; to produce, manufacture, prepare for market, buy, sell, distribute and transport, petroleum, oil, natural gas or other mineral and hydrocarbon substances, in crude or refined form; to construct and maintain and operate conduits, pipes and lines of tubing for the transportation of natural gas or oil; provided, that such powers shall not be construed to authorize the Corporation to engage in the business of transporting oil, except as such transportation may be necessary to deliver its own oil to a common carrier thereof, nor to engage in the business of transporting gas, except for use in its own operations, and the power to sell gas is expressly limited to the sale of such gas at the mouth of the well or place of production, under private contract, and at wholesale only;

                                (f)    To mine, produce, develop, sell, purchase, deal in (both at wholesale and retail), export and import coal, oil and other mineral or combustible substances, and to purchase, lease, mortgage, obtain rights with respect to and sell coal lands, coal rights, coal, oil and timber lands, and to manufacture, produce, buy, ,sell, and deal in or deal with all products and by-products of any such lands, rights and materials or substances;

                                (g)    To carry on and conduct in all of its branches (either as principal or as manager or agent for others) a general farm business, including agriculture, dairying, animal husbandry, etc. and other businesses and activities related thereto or to the utilization, conservation, reclamation and improvement of lands; to purchase, own, lease, manage and operate farms and timber lands, ranges or other real property or rights therein, and to utilize them and turn them to account;

                                (h)    To purchase or otherwise acquire, and to hold., own, maintain, work and develop, and to sell, lease, let, convey, mortgage, or otherwise dispose of, lands and leaseholds and any interest, estate or rights in real property, and in personal or mixed property, or any franchises, rights, licenses, or privileges necessary, convenient or appropriate for any of the purposes herein expressed;

                                (i)    In connection with the business of the Corporation, to manufacture or otherwise produce, import, export, buy, sell, and in every way deal with and in, either as principal or agent or otherwise, goods, wares and merchandise and personal property of every kind and description;

                                (j)    To purchase, lease, erect, or otherwise acquire, exchange, sell, let or otherwise dispose of, own, maintain, develop and improve any and all property, real or personal, mines, breakers, collieries, coke ovens, plants, oil and gas wells, depots, factories, warehouses, stores, dwellings, houses, buildings, or other places useful in connection with the business of the Corporation;

                                (k)    To borrow money for the purposes of the Corporation and to issue or assume the payment of bonds, notes, debentures and other obligations, and to secure the same by pledge or mortgage of the whole or any part of the property of the Corporation, either real or personal, or to issue bonds, notes, debentures, or other obligations;

                                (1)    To carry on any business or operation deemed advantageous, which is incidental or accessory to any of the powers or purposes hereinbefore specified; to acquire, use, undertake, manage, and dispose of contracts, properties and rights pertaining to the foregoing business, including the assets, franchises, business, goodwill and liabilities of corporations, associations, firms, and individuals, and to give guarantees in respect thereof; and, generally, to do anything that a natural person might lawfully do or cause to be done in connection with any of the said things;

                                (m)    In connection with the foregoing to conduct its business and each and every part thereof and maintain offices both within and without the State of Indiana, and in all other states and territories, in the District of Columbia, in all dependencies, colonies, or possessions of the United States of America, and in foreign countries and places; and in connection with such business to purchase or otherwise acquire, hold, possess, convey, transfer, mortgage, or otherwise dispose of real and personal property in all thereof, to the extent that the same may be permitted under their laws;

                                (n)    To carry on and conduct any business or activities of the Corporation, either as principal or agent.

                                (o)    To do each and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any one or all of the objects hereinbefore enumerated or incidental to the powers herein named, or which shall, at any time, appear conducive thereto or necessary for the protection or benefit of the Corporation, either as a holder of or as interested in any property or otherwise.

                                (p)    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 Indiana upon corporations formed under the act hereinbefore referred to, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do;

                                (q)    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 clause in the certificate 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.

                     (3)    The period during which the Surviving Corporation is to continue as a corporation is perpetual.

                     (4)    The post office address of the principal office of the Surviving Corporation is 105 South Meridian Street, Indianapolis, Marion County, Indiana.

           The name of its resident agent is Robert P. Koenig.

          The post office address of its resident agent in 105 South Meridian Street, Indianapolis, Marion County, Indiana.

                     (5)    The total number of shares into which the authorized capital stock of the Surviving Corporation is divided is 1,000 shares of common stock consisting of shares as follows:

          No shares having a par value.

          1,000 shares without par value.

                     (6)    The number of directors of the Surviving Corporation shall continue to be five.

                     (7)    The names and addresses of the Board of Directors of the Surviving Corporation now in office (and who are to continue in office) are as follows:

Robert K. Beacham 105 South Meridian Street
Indianapolis, Indiana

Albert X. Campbell 709 Electric Building
Indianapolis, Indiana

Robert P. Koenig 105 South Meridian Street
Indianapolis, Indiana

James W. Morgan 105 South Meridian Street
Indianapolis, Indiana

Harold D. Wright 8 South Michigan Avenue
Chicago, Illinois

                     (8)    The following provisions are set forth for the management of the business and the conduct of the affairs of the corporation and for the creation, definition, limitation and regulation of the powers of the corporation, its directors and its stockholders, and it is hereby expressly provided that they are intended to be in furtherance and not in limitation or exclusion of the powers conferred by law.

                     The Board of Directors shall have power, without the assent or vote of the shareholders, to make, alter, amend and repeal the By-Laws of the Corporation; to determine and vary the amount to be reserved as working capital before the payment of dividends., and to determine the disposition of net profits over the capital of the Corporation.

                     The Board of Directors shall have power, without the assent or vote of the shareholders, to authorize and cause to be executed mortgages and liens upon real and personal property of the Corporation, including after-acquired property. The Corporation may enter into contracts or transact business with one or more of its directors, or any corporation in which its directors are shareholders, directors, or officers; such contract or transaction shall not be invalidated or 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 the Corporation, and no director having such interests adverse to the Corporation shall be liable to the Corporation or to any shareholder or creditor thereof, or to any other person for any loss incurred by reason thereof, nor shall such director be accountable for any gains; provided that such contract or transaction, at the time it was entered into, shall have been reasonable and upon terms that were fair at the time, and that full disclosure of all of the relevant facts, including the interests of such director, shall have been made to the Board of Directors before any vote is taken on any such proposition.

                     Any meeting of the shareholders or directors of the Corporation, whether annual, regular or special, may be held either within or without the State of Indiana, and if held within the State of Indiana, need not be held at the principal office of the Corporation.

                     Each director and officer shall be indemnified by the Corporation against expenses reasonably incurred by him, (including, but not limited to, counsel fees and settlements out of court in amounts approved by the Board of Directors, but not including any case where in the opinion of counsel for the Corporation the directors and officers affected are liable) in connection with any action, suit or proceeding to which he may be a party by reason of his being or having been a director or officer of the Corporation (whether or not he continues to be a director or officer at the time of incurring such expenses), except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable or to have been derelict in the performance of his duty as such director or officer. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.

                     FOURTH: The manner and basis of converting the shares of capital stock of the Merging Corporation Into shares of capital stock of the Surviving Corporation are as follows:

                                (a)   The shares of the issued capital stock of Miami Coal Company, the Merging Corporation, aggregating 3,500 shares having a par value of $100.00 each shall be converted into shares of stock of the Surviving Corporation upon the basis of two (2) shares of the no par value common stock of the Surviving Corporation in exchange for each thirty-five (35) shares of the common stock of the said Miami Coal Company, and all rights therein; and there shall be delivered to the shareholders of said Merging Corporation, upon presentation and surrender by them to the Surviving Corporation for cancellation and extinguishment of certificates for shares of stock of the Merging Corporation, certificates representing two (2) shares of full paid and non-assessable common stock of the Surviving Corporation for each thirty-five (35) shares of common stock of the Merging Corporation so surrendered and cancelled.

                     FIFTH: The said merger is also subject to the following provisions:

                     When the merger has been effected as hereinbefore provided, and a Certificate of Merger issued:

                                (a)    Fairview Collieries Corporation, the Surviving Corporation, shall survive the merger.

                                (b)    The separate existence of Miami Coal Company, the Merging Corporation, shall cease.

                                (c)    The Surviving Corporation shall have all of the rights, privileges, immunities and powers, and shall be subject to all of the duties and liabilities of, a corporation organized under Article 2 of the Indiana General Corporation Act.

                                (d)    Said Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, powers and franchises as well of a public as of a private nature of the Merging Corporation; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares of capital stock, and all other choses in action and all and every other interest, of or belonging to or due to the Merging Corporation shall be taken and deemed to be transferred to and vested in such Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in the Merging Corporation, shall not revert or be in any way impaired by reason of such merger.

                                (e)    Such Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Merging Corporation in the same manner and to the same extent as if such Surviving Corporation had itself incurred the same or contracted therefor; and any claim existing or action or proceeding pending by or against either of such corporations may be prosecuted to judgment as if such merger had not taken place, or such Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of the Merging Corporation shall be impaired by such merger but such liens shall be limited to the property upon which they were liens immediately prior to the time of such merger.

                     IN WITNESS WHEREOF, MIAMI COAL COMPANY, an Indiana corporation and FAIRVIEW COLLIERIES CORPORATION, an Indiana corporation, corporations party to this Agreement of Merger, have caused this Agreement of Merger to be signed by their proper officers and their corporate seals to be affixed hereto, all as of this 21st day of February, 1950.

Attest:

/s/ H. E. Lohmann
Assistant Secretary



Attest:

/s/ H. E. Lohmann
Assistant Secretary MIAMI COAL COMPANY


By: /s/ Robert P. Koenig
President


FAIRVIEW COLLIERIES CORPORATION


By: /s/ Robert P. Koenig
President

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

          I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, hereby certify that ROBERT P. KOENIG, the President, and HOWARD E. LOHMANN, the Assistant Secretary of MIAMI COAL COMPANY, the officers who executed the foregoing Agreement of Merger, personally appeared before me and acknowledged the execution of such Agreement of Merger for and in behalf of such Corporation.

           WITNESS my hand and notarial seal this 21st day of February, 1950.

My commission expires:
June 29, 1953 /s/ Louise Pasmas
Name: Louise Pasmas
Notary Public

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

          I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, hereby certify that ROBERT P. KOENIG, the President, and HOWARD E. LOHMANN, the Assistant Secretary of FAIRVIEW COLLIERIES CORPORATION, the officers who executed the foregoing Agreement of Merger, personally appeared before me and acknowledged the execution of such Agreement of Merger for and in behalf of such Corporation.

           WITNESS my hand and notarial seal this 21st day of February, 1950.

My commission expires:
June 29, 1953 /s/ Louise Pasmas
Name: Louise Pasmas
Notary Public

SUBDIVISION B

MANNER OF ADOPTION AND VOTE

1.   Action by Miami Coal Company, the Merging Corporation

          (a) Action at First Directors' Meeting. The Board of Directors of Miami Coal Company,, the Merging Corporation., at a special meeting thereof, duly called, constituted and held on January 27, 1950 , at which a quorum of such Board of Directors was present, adopted, by a majority vote of the members of such Board,, a resolution approving the Agreement of Merger and directing that it be submitted to the Shareholders of said Merging Corporation entitled to vote in respect thereof, at a special meeting of such Shareholders, to be held on January 27, 1950, at 105 South Meridian Street, Indianapolis, Indiana., to consider, and adopt or reject, the Agreement of Merger, in accordance with Waiver of Notice in writing duly executed by the holders of all of the outstanding shares of said Merging Corporation entitled to vote with respect thereof; the said Waiver set forth in reasonable detail the purpose or purposes for which the meeting was called and the time and place thereof.

          The Board of Directors of said Merging Corporation, by appropriate resolutions adopted in conjunction with the resolutions heretofore referred to, and anticipating the event that the Shareholders of each of the corporations parties to the Agreement of Merger would vote unanimously in favor of the adoption of said Agreement of Merger, authorized the execution and consummation of said Agreement of Merger immediately upon the adoption thereof by the unanimous vote of the Shareholders of each of said corporations.

          (b) Action at Shareholders' Meeting. The Shareholders of said Merging Corporation entitled to vote in respect of the Agreement of Merger., at a special meeting thereof, duly called, constituted and held on January 27, 1950, at which meeting the holders of 3,500 shares of capital stock of said Merging Corporation, being all of the outstanding capital stock thereof, were present in person or by proxy, authorized adoption of the Agreement of Merger by the affirmative votes of 3,500 shares of said stock. The facts as to the number of shares entitled to vote in respect of the Agreement of Merger, the number of shares voted in favor of the adoption of the Agreement of Merger, and the number of shares voted against such adoption, are as follows: In favor of the adoption of Agreement of Merger 3,500 shares; against such adoption., none. The said Agreement of Merger was therefore adopted by the unanimous vote of the Shareholders of said Merging Corporation.

          (c) Compliance with Legal Requirements. The manner of the adoption of the Agreement of Merger, and the vote by which it was adopted, constitute full legal compliance with the provisions of the Indiana General Corporation Act, the Articles of Incorporation, and the By-laws of the said Merging Corporation.

2.   Action by Fairview Collieries Corporation, the Surviving Corporation

          (a) Action at First Directors' Meeting. The Board of Directors of Fairview Collieries Corporation., the Surviving Corporation, at a special meeting thereof, duly called., constituted and held on January 27, 1950 , at which a quorum of such Board of Directors was present, adopted, by a majority vote of the members of such Board, a resolution approving the Agreement of Merger and directing that it be submitted to the Shareholders of said Surviving Corporation entitled to vote in respect thereof, at a special meeting of such Shareholders, to be held on January 27, 1950, at 105 South Meridian Street, Indianapolis, Indiana, to consider, and adopt or reject, the Agreement of Merger, in accordance with Waiver of Notice in writing duly executed by the holders of all of the outstanding shares thereof; the said Waiver set forth in reasonable detail the purpose or purposes for which the meeting was called and the time and place thereof.

          The Board of Directors of said Surviving Corporation., by appropriate resolutions adopted in conjunction with the resolutions heretofore referred to, and anticipating the event that the Shareholders of each of the corporations parties to the Agreement of Merger would vote unanimously in favor of the adoption of said Agreement of Merger, authorized the execution and consummation of said Agreement of Merger immediately upon the adoption thereof by the unanimous vote of the Shareholders of each of said corporations.

          (b) Action at Shareholders' Meeting. The Shareholders of said Surviving Corporation entitled to vote in respect of the Agreement of Merger, at a special meeting thereof, duly called, constituted and held on January 27, 1950, at 'which meeting the holders of 700 shares of capital stock of said Surviving Corporation, being all of the outstanding capital stock thereof, were present in person or by proxy, authorized adoption of the Agreement of Merger by the affirmative votes of 700 shares of said stock. The facts as to the number of shares entitled to vote in respect of the Agreement of Merger, the number of shares voted in favor of the adoption of the Agreement of Merger, and the number of shares voted against such adoption, are as follows: In favor of the adoption of Agreement of Merger 700 shares; against such adoption, none. The said Agreement of Merger was therefore adopted by the unanimous vote of the Shareholders of said Surviving Corporation.

          (c) Compliance with Legal Requirements. The manner of the adoption of the Agreement of Merger, and the vote by which it was adopted, constitute full legal compliance with the provisions of the Indiana General Corporation Act, the Articles of Incorporation, and the By-laws of the said Surviving Corporation.

          IN WITNESS WHEREOF the undersigned Merging Corporation and the undersigned Surviving Corporation have respectively caused the foregoing Articles of Merger to be executed for and in their behalves, respectively, by their respective Presidents and their respective Assistant Secretaries this 21st day of February, 1950.

Attest:
/s/ Howard E. Lohmann
Howard E. Lohmann
Assistant Secretary





Attest:
/s/ Howard E. Lohmann
Howard E. Lohmann
Assistant Secretary MIAMI COAL COMPANY
BY /s/ Robert P. Koenig
Robert P. Koenig
President

(Corporate Seal)
MERGING CORPORATION


FAIRVIEW COLLIERIES CORPORATION
By /s/ Robert P. Koenig
Robert P. Koenig
President

(Corporate Seal)
SURVIVING CORPORATION

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

          I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, hereby certify that ROBERT P. KOENIG, the President, and HOWARD E. LOHMANN, the Assistant Secretary, of MIAMI COAL COMPANY, the officers who executed the foregoing Articles of Merger, personally appeared before me; acknowledged the execution of such Articles of Merger for and in behalf of such Corporation; and swore to the truth of the facts therein stated.

           WITNESS my hand and Notarial Seal this 21st day of February, 1950.

My commission expires:
June 29, 1953 /s/ Louise Pasmas
Name: Louise Pasmas
Notary Public

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

          I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, hereby certify that ROBERT P. KOENIG, the President, and HOWARD E. LOHMANN, the Assistant Secretary, of FAIRVIEW COLLIERIES CORPORATION, the officers who executed the foregoing Articles of Merger, personally appeared before me; acknowledged the execution of such Articles of Merger for and in behalf of such Corporation; and swore to the truth of the facts therein stated.

           WITNESS my hand and Notarial Seal this 21st day of February, 1950.

My commission expires:
June 29, 1953 /s/ Louise Pasmas
Name: Louise Pasmas
Notary Public

ARTICLES OF MERGER
OF

MEADOWLARK FARMS, INC.

INTO

FAIRVIEW COLLIERIES CORPORATION

          The undersigned, Meadowlark Farms, Inc. (hereinafter referred to as the "Merging Corporation"), existing pursuant to the provisions of The Indiana General Corporation Act, as amended (hereinafter referred to as the "Act"), and Fairview Collieries Corporation (hereinafter referred to as the "Surviving Corporation"), existing pursuant to the provisions of the Act, each desiring to give notice of corporate action effectuating the merger of the Merging Corporation into the Surviving Corporation, and acting by its President or Vice-President and its Secretary or Assistant Secretary, hereby certify, each with respect to the facts and acts relating to it and the acts taken by its Board of Directors and Shareholders, the following facts:

SUBDIVISION A
AGREEMENT OF MERGER AND SIGNATURES THERETO

          The Merging Corporation and the Surviving Corporation have entered into an Agreement of Merger, the title, parties, terms, conditions, and signatures of which are as follows:

SUBDIVISION B

MANNER OF ADOPTION AND VOTE

1. Action by the Merging Corporation

          (a). Action at First Directors' Meeting. The Board of Directors of the Merging Corporation, at a special meeting thereof, duly called, constituted and held on November 9, 1965, adopted, by a majority vote of the members of such Board, a resolution approving the Agreement of Merger and directing that it be submitted for approval or rejection to the Shareholders of the Merging Corporation entitled to vote in respect thereof at a special meeting of such Shareholders to be held November 23, 1965.

          (b). Action at Shareholders' Meeting. The Shareholders of the Merging Corporation entitled to vote in respect of the Agreement of Merger, a special meeting thereof, duly called, constituted and held on November 23, 1965, at which all issued and standing shares were present in person or by proxy, authorized adoption of the Agreement of Merger by the Merging Corporation.

          The number of shares entitled to vote in respect of the Agreement of Merger, the number of shares voted in favor of the adoption of the Agreement of Merger, and the number of shares voted against such adoption are as follows: all of the shares voted in favor; none voted against the merger.

          (c). Action at Second Directors' Meeting. The Board of Directors of the Merging Corporation, at a NOT APPLICABLE meeting thereof, duly called, constituted and held on (date), reconsidered the Agreement of Merger and adopted, by a majority vote of the members of such Board, a resolution again approving the Agreement of Merger and authorizing the execution thereof by the undersigned President or Vice-President and Secretary or Assistant Secretary of the Merging Corporation, for and in its behalf.

          (d). Compliance with Legal Requirements. The manner of the adoption of the Agreement of Merger, and the vote by which it was adopted, constitute fun legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-laws of the Merging Corporation.

2. Action by the Surviving Corporation

          (a). Action at First Directors' Meeting. The Board of Directors of the Surviving Corporation, at a special meeting thereof, duly called, constituted and held on November 9, 1965, adopted, by a majority vote of the members of such Board, a resolution approving the Agreement of Merger and directing that it be submitted for approval or rejection to the Shareholders of the Surviving Corporation entitled to vote in respect thereof at a special meeting of such Shareholders to be held November 23, 1965.

          (b). Action at Shareholders' Meeting. The Shareholders of the Surviving Corporation entitled to vote in respect of the Agreement of Merger, at a special meeting thereof, duly called, constituted and held on November 23, 1965, at which all issued and outstanding shares were present in person or by proxy, authorized adoption of the Agreement of Merger by the Surviving Corporation.

          The number of shares entitled to vote in respect of the Agreement of Merger, the number of shares voted in favor of the adoption of the Agreement of Merger, and the number of shares voted against such adoption are as follows: all of the shares voted in favor; none voted against the merger.

          (c). Action at Second Directors' Meeting. The Board of Directors of the Surviving Corporation, at a NOT APPLICABLE meeting thereof, duly called, constituted and held on (date) reconsidered the Agreement of Merger and adopted, by a majority vote of the members of such Board, a resolution again approving the Agreement of Merger and authorizing the execution thereof by the undersigned President or Vice-President and Secretary or Assistant Secretary of the Surviving Corporation, for and in its behalf.

          (d). Compliance with Legal Requirements. The manner of the adoption of the Agreement of Merger, and the vote by which it was adopted, constitute fun legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-laws of the Surviving Corporation.

          IN WITNESS WHEREOF, the undersigned Merging Corporation and the undersigned Surviving Corporation, respectively, execute these Articles of Merger, their respective Presidents or Vice Presidents and their respective Secretaries or Assistant Secretaries acting for and in behalf of such corporations; and each of such corporations certifies to the truth of the facts and acts relating to it and the action taken by its Board of Directors and Shareholders. Dated this 23rd day of November, 1995.

Attest:
/s/ Howard E. Lohmann
Howard E. Lohmann
Secretary








Attest:
/s/ Howard E. Lohmann
Howard E. Lohmann
Secretary MEADOWLARK FARMS, INC.

By /s/ Norman E. Kelb
Norman E. Kelb
President


(Corporate Seal)

"Merging Corporation"


FAIRVIEW COLLIERIES CORPORATION

By /s/ Norman E. Kelb
Norman E. Kelb
President


(Corporate Seal)

"Surviving Corporation"

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

          I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, certify that Norman E. Kelb, the President, and Howard E. Lohmann, the Secretary, of Meadowlark Farms, Inc., the officers executing the foregoing Articles of Merger, personally appeared before me; acknowledged the execution thereof for and in behalf of such Corporation; and swore to the truth of the facts therein stated.

           WITNESS my hand and Notarial Seal this 23rd day of November, 1965.

/s/ Rosemary Kruger
Rosemary Kruger
Notary Public

My commission expires
October 18, 1967

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

          I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, certify that Norman E. Kelb, the President, and Howard E. Lohmann, the Secretary, of Fairview Collieries Corporation, the officers executing the foregoing Articles of Merger, personally appeared before me; acknowledged the execution thereof for and in behalf of such Corporation; and swore to the truth of the facts therein stated.

           WITNESS my hand and Notarial Seal this 23rd day of November, 1965.

/s/ Rosemary Kruger
Rosemary Kruger
Notary Public

My commission expires
October 18, 1967

This instrument was prepared by Patrick J. Smith

AGREEMENT OF MERGER

BETWEEN

MEADOWLARK FARMS, INC.

AND

FAIRVIEW COLLIERIES CORPORATION

           AGREEMENT OF MERGER, dated this 23rd day of November, 1965, by and between MEADOWLARK FARMS, INC., an Indiana corporation (hereinafter sometimes referred to as "Meadowlark". or the "Merging Corporation"), and FAIRVIEW COLLIERIES CORPORATION, an Indiana corporation (hereinafter referred to as "Fairview" or the "Surviving Corporation"), (said corporations being hereinafter sometimes collectively referred to as the "Constituent Corporations"),

W I T N E S S E T H :

           WHEREAS, a majority of the directors of Meadowlark and a majority of the directors of Fairview and the holder of 100% of the outstanding shares of capital stock of Meadowlark and of Fairview deem it advisable and for the best interest of their respective corporations that Meadowlark be merged into Fairview as authorized by the statutes of the State of Indiana under and pursuant to the terms and conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, and for the purpose of describing the terms and conditions of said merger, the mode of carrying the same into effect, the manner of converting the shares of each of the Constituent Corporations into shares of the Surviving Corporation, and such other details and provisions as are deemed necessary or proper, the parties hereto have agreed and do hereby agree, subject to the conditions hereinafter set forth:

           FIRST: Meadowlark shall be merged with and into Fairview, which is hereby designated as the Surviving Corporation, and said Surviving Corporation shall continue to be governed by the laws of the State of Indiana.

           SECOND: From and after the date upon which the merger provided for herein becomes effective under the laws of the State of Indiana (hereinafter sometimes called "the effective date of the merger"), the Certificate of Incorporation, as amended, of Fairview, shall continue to be the Certificate of Incorporation, as amended, of the Surviving Corporation. The Surviving Corporation, in addition to the powers conferred upon it by the laws of the State of Indiana, shall have the powers set forth in said Certificate of Incorporation as so amended and shall be governed by the provisions thereof.

          On the effective date of the merger the directors of Fairview shall be the directors of the Surviving Corporation until the expiration of the terms for which they were elected and until their successors are duly elected and qualified.

          The Surviving Corporation reserves the right to amend, alter, change or repeal any provisions contained in said Certificate of Incorporation in the manner now or hereafter set forth therein or as is or may be prescribed by the laws of the State of Indiana.

           THIRD: The Bylaws of Fairview in existence on the effective date of the merger shall remain in effect after the merger, subject to amendment or repeal as provided therein.

           FOURTH: Upon the effective date of the merger all shares of capital stock of Meadowlark shall cease to exist and the certificates therefor shall be cancelled, and all shares of capital stock of Fairview shall remain unchanged.

           FIFTH: This Agreement having been approved, signed and acknowledged, as required by The Indiana General Corporation Act, upon the filing hereof as provided in The Indiana General Corporation Act,

                     (a) except to the extent otherwise provided by law, the separate existence of Meadowlark shall cease;

                     (b) Fairview and Meadowlark shall be a single corporation which shall be Fairview, and Fairview shall continue to be subject to the laws of the State of Indiana and to the jurisdiction of its courts;

                     (c) the rights, privileges, powers and franchises, of a public as well as of a private nature, of Fairview and Meadowlark shall be vested in and possessed by Fairview, subject to all the restrictions, disabilities and duties of Fairview and Meadowlark; and all and singular, the rights, privileges, powers and franchises of Fairview and Meadowlark; and all property, real, personal, and mixed, of Fairview and Meadowlark; and all debts due Fairview and Meadowlark on whatever account and all other things in action or belonging to Fairview and Meadowlark, shall be vested in Fairview; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of Fairview as they were severally and respectively of Fairview and Meadowlark prior to the effective date of the merger, and the title to any real estate vested by deed or otherwise in either Fairview or Meadowlark shall not revert or be in any way impaired by reason of the merger herein provided for, provided, however, that all rights of creditors and all liens upon any property of either Fairview or Meadowlark shall be preserved unimpaired, limited in lien to the property affected by such liens at the time of such merger, and all debts, liabilities, restrictions and duties of Fairview and Meadowlark shall thenceforth attach to Fairview, and may be enforced against it to the same extent as if said debts, liabilities, restrictions, and duties had been incurred or contracted by it.

CERTIFICATE OF MEADOWLARK FARMS, INC.

          I, Howard E. Lohmann, do hereby certify that I am the Secretary of Meadowlark Farms, Inc., an Indiana corporation (herein called "Meadowlark"), and I do further certify:

          1. The foregoing Agreement of Merger and the plan of merger set forth therein (herein called the "Agreement") for the merger of Meadowlark into Fairview Collieries Corporation, an Indiana corporation, was approved by the directors of Meadowlark at a meeting thereof duly held on November 9, 1965, for the purpose of considering the same.

          2. A special meeting of the holders of the Common Stock of Meadowlark, being the only class of stock of Meadowlark outstanding, was duly held on November 23 , 1965, at Indianapolis, Indiana, at said meeting the holder of all the Common Stock, of Meadowlark, was represented by proxy and voted by ballot, for the adoption of the Agreement and the plan of merger set forth therein.

          IN WITNESS WHEREOF, I have hereunto signed my name as Secretary of Meadowlark and affixed its corporate seal this 23rd day of November, 1965.

/s/ Howard E. Lohmann
Howard E. Lohmann

CERTIFICATE OF FAIRVIEW COLLIERIES CORPORATION

          I, Howard E. Lohmann, do hereby certify that I am Secretary of Fairview Collieries Corporation, an Indiana corporation (herein called "Fairview"), and I do further certify:

          1. The foregoing Agreement of Merger and the plan of merger set forth therein (herein called the "Agreement") for the merger of Meadowlark into Fairview Collieries Corporation, an Indiana corporation, was approved by the directors of Fairview at a meeting thereof duly held on November 9, 1965 for the purpose of considering the same.

          2. A special meeting of the holders of the common stock of Fairview, being the only class of stock of Fairview outstanding, was duly held on November 23 , 1965, at Indianapolis, Indiana, at said meeting the holder of all the common stock, of Fairview, was represented by proxy and voted by ballot, for the adoption of the agreement and the plan of merger set forth therein.

          IN WITNESS WHEREOF, I have hereunto signed my name as Secretary of Fairview and affixed its corporate seal this 23rd day of November, 1965.

/s/ Howard E. Lohmann
Howard E. Lohmann

the fact of the approval and adoption thereof as aforesaid having been duly certified therein by the Secretary of each of said Corporations, all in accordance with law, said Agreement of Merger is hereby signed by the President and the Secretary of each of said Corporations under their respective corporate seals, this 23rd day of November, 1965.

/s/ Norman E. Kelb Norman E. Kelb, President of Fairview Collieries Corporation

(SEAL)

/s/ Howard E. Lohmann
Howard E. Lohmann, Secretary of
Fairview Collieries Corporation

/s/ Norman E. Kelb
Norman E. Kelb, President of
Meadowlark Farms, Inc.

(SEAL)

/s/ Howard E. Lohmann
Howard E. Lohmann, Secretary of
Meadowlark Farms, Inc.

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

           Before me, Rosemary Kruger, a Notary Public in and for the County and State aforesaid, this 23rd day of November, 1965, personally appeared Norman E. Kelb and Howard E. Lohmann, to me personally known and known to be to be the President and the Secretary, respectively, of Meadowlark Farms, Inc. and as such President and Secretary and for and on behalf of said corporation acknowledged the execution of the foregoing instrument for the uses and purposes therein set forth.

          IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 23rd day of November, 1965.

/s/ Rosemary Kruger
Rosemary Kruger
Notary Public

My commission expires
October 18, 1967

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

           Before me, Rosemary Kruger, a Notary Public in and for the County and State aforesaid, this 23rd day of November, 1965, personally appeared Norman E. Kelb and Howard E. Lohmann, to me personally known and known to me to be the President and the Secretary, respectively, of Fairview Collieries Corporation, and as such President and Secretary and for and on behalf of said corporation acknowledged the execution of the foregoing instrument for the uses and the purposes therein set forth.

          IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 23rd day of November, 1965.

/s/ Rosemary Kruger
Rosemary Kruger
Notary Public

My commission expires
October 18, 1967

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

FAIRVIEW COLLIERIES CORPORATION

          The undersigned officers of Fairview Collieries Corporation (hereinafter referred to as the "Corporation"), existing pursuant to the provisions of the Indiana General Corporation Act, as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain individual Articles of its Articles of Incorporation, certify the following facts:

SUBDIVISION k

THE AMENDMENTS

          The exact text of Article(s) I of the Articles of Incorporation of the Corporation, as amended (hereinafter referred to as "The Amendments"), now is as follows:

ARTICLE I

          The name of the Corporation is Meadowlark Farms, Inc.

SUBDIVISION B

MANNER OF ADOPTION AND VOTE

1. Action by Directors

          The Board of Directors of the Corporation, at a meeting thereof, duly called) constituted and held on November 9, 1965, at which a quorum of such Board of Directors was present, duly adopted a resolution proposing to the Shareholders of the Corporation entitled to vote in respect of The Amendments that the provisions and terms of Article I of its Articles of Incorporation be amended so as to read as set forth in The Amendments; and called a meeting of such Shareholders, to be held November 23, 1965, to adopt or reject The Amendments.

2. Action by Shareholders

          The Shareholders of the Corporation entitled to vote in respect of The Amendments, at a meeting thereof, duly called, constituted and held on November 23 , 1965 , at which all shares issued and outstanding were present in person or by proxy, adopted The Amendments.

          The number of shares entitled to vote in respect of The Amendments, the number of shares voted in favor of the adoption of The Amendments, and the number of shares voted against such adoption are as follows: 700 shares were entitled to vote; 700 shares voted in favor of the Amendment. There were no shares voted against the Amendment.

3. Compliance with Legal Requirements

          The manner of the adoption of The Amendments, and the vote by which they were adopted, constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-laws of the Corporation.

SUBDIVISION C

STATEMENT OF CHANGES MADE WITH RESPECT TO THE

SHARES HERETOFORE AUTHORIZED

NONE

          IN WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment of the Articles of Incorporation of the Corporation, and certify to the truth of the facts herein stated, this 23rd day of November, 1965.

/s/ Norman E. Kelb
Norman E. Kelb
President of
FAIRVIEW COLLIERIES CORPORATION

/s/ Howard E. Lohmann
Howard E. Lohmann
Secretary of
FAIRVIEW COLLIERIES CORPORATION

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

          I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, certify that Norman E. Kelb, the President, and Howard E. Lohmann, the Secretary, of Fairview Collieries Corporation, the officers executing the foregoing Articles of Amendment of Articles of Incorporation, personally appeared before me; acknowledged the execution thereof; and swore to the truth of the facts therein stated.

           WITNESS my hand and Notarial Seal this 23rd day of November, 1965.

/s/ Rosemary Kruger
Rosemary Kruger
Notary Public

My commission expires
October 18, 1967

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
MEADOWLARK FARMS, INC.

           The undersigned officers of MEADOWLARK FARMS, INC. (hereinafter referred to as the "Corporation") existing pursuant to the provisions of the Indiana General Corporation Act, as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE 1.
Text of the Amendment

           The exact text of Article 9 of the Articles of Incorporation of the Corporation, as amended (hereinafter referred to as the "Amendments"), now is as follows:

        9. The maximum number of directors shall be three; the exact number of directors shall be fixed by the by-laws and at any time when all the shares of the Corporation are owned beneficially and of record by either one or two persons, the number of directors may be less than three, but not less than the number of shareholders.

ARTICLE II
Manner of Adoption and Vote

           Section 1. Action by Directors (select appropriate paragraph).

           (a) The Board of Directors of the Corporation, at a meeting thereof, duly called, constituted and held on ___________________, 19__, at which a quorum of such Board of Directors was present, duly adopted a resolution proposing to the Shareholders of the Corporation entitled ' to vote in respect the Amendments that the provisions and terms of Article ______ of its Articles of Incorporation be amended so as to read as set forth in the Amendments; and called a meeting of such shareholders, to be held _________________, 19__, to adopt or reject the Amendments, unless the same were so approved prior to such date by unanimous written consent.

           (b) By written consent executed on September 12, 1974, signed by all of the members of the Board of Directors of the Corporation, a resolution was adopted proposing to the Shareholders of the Corporation entitled to vote in respect of the Amendments, that the provisions and terms of Articles of its Articles of Incorporation be amended so as to read as set forth in the Amendments.

           Section 2. Action by Shareholders (select appropriate paragraph).

           (a) The Shareholders of the Corporation entitled to vote in respect of the Amendments, at a meeting thereof, duly called, constituted and held on _______________, 19__, at which _____________________________________________ were present in person or by proxy, adopted the Amendments.

           The holders of the following classes of shares were entitled to vote as a class in respect of the Amendments:

          (1)

          (2)

          (3)

           The number of shares entitled to vote in respect of the Amendments, the number of shares voted in favor of the adoption of the Amendments, and the number of shares voted against such adoption are as follows:

                                   Total                 Shares Entitled to Vote as a Class
                                                           (as listed immediately above)
                                                           -----------------------------

                                              (1)               (2)            (3)

Shares entitled to vote:     ________         ________          ________       ________

Shares voted in favor:       ________         ________          ________       ________

Shares voted against:        ________         ________          ________       ________

           (b) By written consent executed on September 12, 1974, signed by the holders of _______ shares of the Corporation, being all of the. shares of the Corporation entitled to vote in respect of the Amendments, the Shareholders adopted the Amendments.

           Section 3. Compliance With Legal Requirements.

           The manner of the adoption of the Amendments, and the vote by which they were adopted, constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-laws of the Corporation.

ARTICLE III
Statement of Changes Made With Respect
To The Number of Shares Heretofore Authorized

(No changes made)

           IN WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment of the Articles of Incorporation of the Corporation, and certify to the truth of the facts herein stated, this 25th day of September, 1974.

/s/ Richard H. Tobler
Richard H. Tobler
Vice President of
MEADOWLARK FARMS, INC. /s/ A. Lucius Hubbard
A. Lucius Hubbard
Assistant Secretary of
MEADOWLARK FARMS, INC.

STATE OF INDIANA

COUNTY OF MARION )
)
)
SS.:

           I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana, certify that Richard H. Tobler, the Vice President, and A. Lucius Hubbard, Assistant Secretary of Meadowlark Farms, Inc., the officers executing the foregoing Articles of Amendment of the Articles of Incorporation, personally appeared before me, acknowledged the execution thereof, and swore to the truth of the facts therein stated.

           Witness my hand and Notarial Seal this 25th day of September, 1974.

/s/ Carolyn Mikesell
Carolyn Mikesell
Notary Public

My Commission Expires:
May 3, 1978

This instrument was prepared by A. Lucius Hubbard, Attorney at Law, 105 S. Meridian St., Indianapolis, Indiana 46225.

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
MEADOWLARK FARMS, INC.

           The undersigned officers of Meadowlark Farms, Inc. (hereinafter referred to as the "Corporation") existing pursuant to the provisions of the Indiana General Corporation Act, as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I
Text of the Amendment

           The exact text of Article 1. of the Articles of Incorporation of the Corporation, as amended (hereinafter referred to as the "Amendments"), now is as follows:

          The name of this corporation shall be

           Meadowlark Inc.

ARTICLE II
Manner of Adoption and Vote

           Section 1. Action by Directors (select appropriate Paragraph).

           (a) The Board of Directors of the Corporation, at a meeting thereof, duly called, constituted and held on ________________, 19__, of such Board of Directors was present, duly adopted a resolution proposing to the Shareholders of the Corporation entitled to vote in respect the Amendments that the provisions and terms of Article _______ of its Articles of Incorporation be amended so as to read as set forth in the Amendments; and called a meeting of such shareholders, to be held _______________, 19__, to adopt or reject the Amendments, unless the same were so approved prior to such date by unanimous written consent.

           (b) By written consent executed on December 18, 1985, signed by all of the members of the Board of Directors of the Corporation, a resolution was adopted proposing to the Shareholders of the Corporation entitled to vote in respect of the Amendments, that the provisions and terms of Articles of its Articles of Incorporation be amended so as to read as set forth in the Amendments.

           Section 2. Action by Shareholders (select appropriate paragraph).

           (a) The Shareholders of the Corporation entitled to vote in respect of the Amendments, at a meeting thereof, duly called, constituted and held on _______________, 19___, at which ___________________________________________ were present in person or by proxy, adopted the Amendments.

           The holders of the following classes of shares were entitled to vote as a class in respect of the Amendments:

          (1)

          (2)

          (3)

           The number of shares entitled to vote in respect of the Amendments, the number of shares voted in favor of the adoption of the Amendments, and the number of shares voted against such adoption are as follows:

                                   Total                   Shares Entitled to Vote as a Class
                                                             (as listed immediately above)
                                                             -----------------------------

                                                (1)                (2)            (3)

Shares entitled to vote:     ________           ________           ________       ________

Shares voted in favor:       ________           ________           ________       ________

Shares voted against:        ________           ________           ________       ________

           (b) By written consent executed on December 18, 1985, signed by the holders of all shares of the Corporation, being all of the shares of the Corporation entitled to vote in respect of the Amendments, the Shareholders adopted the Amendments.

           Section 3. Compliance with Legal Requirements.

           The manner of the adoption of the Amendments, and the vote by which they were adopted, constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-laws of the Corporation.

ARTICLE III
Statement of Changes Made With Respect to Any Increase
In The Number of Shares Heretofore Authorized

Aggregate Number of Shares
  Previously Authorized                                      ______________

Increase                                                     ______________

Aggregate Number of Shares
  To Be Authorized After Effect of This Amendment            ______________

           (No changes made with respect to shares)

           IN WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment of the Articles of Incorporation of the Corporation, and certify to the truth of the facts herein stated, this 20th day of December, 1985.

/s/ David George Ball
David George Ball
Vice President of
Meadowlark Farms, Inc. /s/ Raymond J. Cooke
Raymond J. Cooke
Assistant Secretary of
Meadowlark Farms, Inc.

STATE OF CONNECTICUT

COUNTY OF FAIRFIELD )
)
)
SS.:

           I, the undersigned Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Connecticut, certify that David George Ball, the Vice President, and Raymond J. Cooke, the Assistant Secretary of Meadowlark Farms, Inc., the officers executing the foregoing Articles of Amendment of the Articles of Incorporation, personally appeared before me, acknowledged the execution thereof, and swore to the truth of the facts therein stated.

           Witness my hand and Notarial Seal this 20th day of December, 1985.

/s/ Patricia A. Driscoll
Patricia A. Driscoll
Notary Public

My Commission Expires:
March 31, 1986

           This instrument was prepared by Raymond J. Cooke, Attorney at Law, 200 Park Avenue, New York, New York 10017.

EX-3

Exhibit 3.46(b)

AMENDED AND RESTATED BYLAWS

OF

MEADOWLARK, INC.

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Indiana Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.47(a)

ARTICLES OF INCORPORATION

OF

MEGA MINERALS, INC.

The undersigned, acting as Incorporator(s) of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia, 1931, as amended, adopt(s) the following Articles of Incorporation for such corporation:

I. The undersigned agree to become a corporation by the name of MEGA MINERALS, INC

II. The address of the principal office of said corporation shall be located at Post Office Box 688, in the city, town or village of Princeton, County of Mercer, State of West Virginia, ZIP 24740.

           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:

           To operate a leasing business. To purchase, hold, pledge, transfer, sell or otherwise dispose of or deal in, the shares of capital stock, bonds, debentures, notes or other securities or evidences of indebtedness of any corporation; to receive, collect and dispose of dividends, interests or other income on any such securities held by it, and do any and all acts and things tending to increase the value of said corporation; to issue bonds and secure the same by pledge or deed of trust of or upon any part of such securities or other property held or owned by the company and to sell or pledge such bonds for proper corporate purposes and in the promotion of its corporate business; to purchase, receive, hold and dispose of any securities of any person or corporation, whether such securities shall be bonds, mortgages, debentures, notes, shares of capital stock or otherwise, and in respect to any such securities, to exercise any and all rights and privileges of ownership thereof, and generally to act as investment brokers, agents or Principals.

           To borrow and lend money and negotiate loans; to draw, accept, endorse, buy, and sell promissory notes, bonds, stocks, debentures, coupons, and other securities; to issue on commission, subscribe for, take, acquire, hold, sell, exchange, and deal in shares, stocks, bonds, obligations, and securities of any government, authority, or company; to form, promote, subsidize, and assist companies, syndicates, or partnerships of all kinds, and to finance and refinance the same.

           To develop and turn to account any and acquired by or in which the company is interested, and in particular by laying out and preparing the same for building purposes, construction, altering, repairing, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings, and planting, paving, draining, letting on building leases or building agreements, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants, and others. To engage in general insurance brokerage business for the purpose of selling fire, accident, liability, collision, theft, property damage, and other insurance. To carry on and undertake any business undertaking, transaction or operation commonly carried on or undertaken by capitalist, promoter, financiers, concessionaires, contractors, brokers, commission merchants, and any other incidental business which may seem to the company convenient to carry on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the company's property or rights.

           In furtherance and not in limitation of the privileges of this Corporation it shall be lawful to purchase or acquire in any lawful manner, and to hold, own, mortgage, pledge, sell, lease, transfer, or in any manner dispose of, and deal and trade in, real estate, goods, wares, merchandise, and property of any and every class and description, and in any part of the world.

           To acquire the good will, rights, and property, and undertake the whole or any part of the assets or liabilities of any person, firm, association, or corporation engaged in any business authorized in these purposes, to pay for same in cash, the stock of any company, bonds or otherwise; to hold or in any manner dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part. of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations in this State or any other State, country, nation, or government, and while owner of said stock may exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do. In carrying out these purposes to enter into, make, and perform contracts of every kind with any person, firm, association, or corporation, municipality, body politic, country, territory, State, government or colony or dependency thereof, and without limit as to the amount to draw, make, accept, endorse, discount, execute, and issue promissory notes, drafts, bills of exchange, warrants, debentures, and other negotiable or transferable instruments and evidences of indebtedness, whether secured by mortgage or otherwise, as well as to secure the same by mortgage or otherwise.

           To conduct a business in any of the states, territories, colonies, or dependencies of the United States, in the District of Columbia, and in any and all foreign countries; to have one or more offices therein and therein to hold, purchase, mortgage, and convey real estate and personal property, without limit as to amount, and therein to hold the meetings of incorporators, stockholders, and directors of the Corporation.

           To do any or all of the things herein set forth to the same extent as a natural person or persons might or could do and in any part of the world, as principals, agents, contractors, trustees or otherwise, and either alone or in company with others.

           To purchase, hold, and reissue any of the shares of capital stock.

IV. Provisions granting preemptive rights are:

           NONE

V. Provisions for the regulation of the internal affairs of the corporation are:

           The internal affairs of the corporation will be regulated by the Board of Directors and officers of said corporation. By-Laws will be drawn up and approved by the stockholders of said corporation.

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 shares of the par value of Ten Dollars ($10.00) each.

VII. The full names and addresses of the incorporator(s), including street and street numbers, if any, the city, town or village, including ZIP number, the number of shares subscribed for by each are as follows.

NAME


Debra Kilgore ADDRESSES


Post Office Box 5129 Princeton, WV 24740 NO OF
SHARES (Optional)

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:

Debra Kilgore,          Post Office Box 5129 Princeton, WV 24740

X. The number of directors constituting the initial Board of Directors of the corporation is one (1), 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


Richard Preservati ADDRESSES


Post Office Box 688, Princeton, WV 24740

XI. I/we, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file these Articles of Incorporation, and I/we have accordingly hereunto set my/our respective hand(s) this 4th day of November, 1992.

s/ Debra Kilgore
DEBRA KILGORE

STATE OF WEST VIRGINIA,

COUNTY OF MERCER, to-wit:

           I, S\ Barbara S. Beechee, a Notary Public, in and for the County and State aforesaid, hereby certify that DEBRA KILGORE, whose name(s) are signed to the foregoing Articles of Incorporation, bearing date the 4th day of November, 1992, this day personally appeared before me in my said County and acknowledged his/her/their signature(s) to be the same.

           Given under my hand and official seat this 4th day of November, 1992.

s/ Barbara S. Beechee
NOTARY PUBLIC

(NOTARIAL SEAL)

My Commission Expires: 10-19-98.

Articles of Incorporation
prepared by:
DAVID BURTON
Burton & Kilgore
Attorneys at Law
P. 0. Box 5129
1460 Main St.
Princeton, W V 24740

EX-3

Exhibit 3.47(b)

AMENDED AND RESTATED BYLAWS

OF

MEGA MINERALS, INC.

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the Board of Directors calls the special meeting. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.48(a)

CERTIFICATE OF INCORPORATION

of

AMAX COAL HOLDING COMPANY

           1.     The name of the corporation is:

Amex Coal Holding Company

           2.     The address of its registered office in the State of Delaware is 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 corporation 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).

           5.     The name and mailing address of each incorporator is as follows:

NAME MAILING ADDRESS

Dale E. Huffman 9100 E. Mineral Circle
Englewood, CO 80112

Morris W. Kegley 9100 E. Mineral Circle
Englewood, CO 80112

Sharon J. Fetherhuff 9100 E. Mineral Circle
Englewood, CO 80112

           6.     The name and mailing address of each person who is to serve as a director until the first annual meeting of stockholders or until their respective successors are elected and qualify are as follows:

NAME MAILING ADDRESS

Garold R. Spindler 9100 E. Mineral Circle
Englewood, CO 80112

Gerald J. Malys 9100 E. Mineral Circle
Englewood, CO 80112

Philip C. Wolf 9100 E. Mineral Circle
Englewood, CO 80112

The powers of the incorporators shall terminate upon the filing of this certificate of incorporation.

           7.     The corporation is to have perpetual existence.

           8.     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.

           9.     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.

           10.     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 herein before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, to 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 30th day of November, 1995.

S\  Dale E. Huffman                                            
Dale E. Huffman


S\  Morris W. Kegley                                            
Morris W. Kegley


S\  Sharon J. Fetherhuff                                 
Sharon J. Fetherhuff

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMAX COAL HOLDING COMPANY

           It is hereby certified that:

           1.     The name of the corporation (hereinafter called the "Corporation") is Amax Coal Holding Company.

           2.     The Certificate of Incorporation of the Corporation hereby is amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

"1. The name of the corporation is:
AMAX COAL COMPANY."

           3.     The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

           4.     The effective date of the Amendment herein certified shall be the date of filing,

           Signed and attested to on July 22, 1996.

S\  Philip C. Wolf                                            
Philip C. Wolf
Senior Vice President

ATTEST:

S\  Sharon J. Fetherhuff
Sharon J. Fetherhuff
Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMAX COAL COMPANY

           1.     The name of the Corporation (hereinafter called the "Corporation") is Amax Coal Company.

           2.     The Certificate of Incorporation of the Corporation is hereby amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

                     "1.     The name of the corporation is: Midwest Coal Company."

           3.     The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

           4.     The effective date of the Amendment herein certified shall be the date of filing.

           Dated this the 29th day of June, 1998.

AMAX COAL COMPANY


BY:   /s/ Scott Dyer
TITLE: Vice President

EX-3

Exhibit 3.48(b)

AMENDED AND RESTATED BYLAWS

OF

MIDWEST COAL COMPANY

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2   The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                     (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.49(a)

CERTIFICATE OF INCORPORATION

OF

AMAX COAL SALES COMPANY

           FIRST:   The name of the Corporation is Amax Coal Sales Company.

           SECOND:   Its registered office in the State of Delaware is located at 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.

           THIRD:   The nature of the business or purposes to be conducted or promoted are:

                     (a) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

                     (b) In general, to carry on all businesses in connection with the foregoing, and do all things necessary, proper, advisable, convenient for, or incidental to the accomplishment of the foregoing purposes.

                     The Corporation, its directors and stockholders, shall have and may exercise all of the powers now or hereafter conferred by the laws of the State of Delaware and acts amendatory thereof or supplemental thereto upon corporations formed under the General Corporation Law of the State of Delaware.

           FOURTH:   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 is One Hundred Dollars ($100) amounting in the aggregate to One Hundred Thousand Dollars ($100,000).

           FIFTH:   The name and mailing address of the incorporator is as follows:

NAME

Raymond J. Cooke MAILING ADDRESS

AMAX Center
Greenwich, Connecticut 06930

           SIXTH:   The board of directors is expressly authorized to make, alter or repeal the by-laws of the Corporation.

           SEVENTH:   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 Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code 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 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, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said 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.

           EIGHTH:   Elections of directors need not be by ballot unless the by?laws of the Corporation shall so provide.

          I, THE UNDERSIGNED, being the incorporator 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 the facts herein stated are true, and accordingly have hereunto set my hand and seal this 15th day of March A.D. 1984.

                                                      (SEAL)

STATE OF CONNECTICUT

COUNTY OF FAIRFIELD )

)

          BE IT REMEMBERED that on this 15th day of March A.D. 1984, personally came before me, a Notary Public for the State Of Connecticut, Raymond J. Cooke, the party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said Certificate of Incorporation to be his act and deed and that the facts therein stated are truly set forth.

           GIVEN under my hand and seal of office the day and year aforesaid.

S\ Illegible                                           
Notary Public

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMAX COAL SALES COMPANY

          Amax Coal Sales Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           FIRST:   That the sole Director of said corporation, by written consent, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:

           RESOLVED: That this Board proposes and declares advisable that the Corporation's Certificate of Incorporation be amended by adding an Article numbered "NINTH" which Article shall be and read as follows:

           "NINTH". To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article shall not result in any liability for a director with respect to any action or omission occurring prior to such repeal or modification.

           SECOND:   That in lieu of a meeting and the vote of the sole stockholder, the stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

           THIRD:   That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by David George Ball, as Vice President, and attested by Raymond J. Cooke, its Assistant Secretary, this 30th day of October 1986.

Amax Coal Sales Company


S\ David George Ball                                           
David George Ball
Vice President

ATTEST:


By: S\ Raymond J. Cooke          
Raymond J. Cooke Assistant Secretary

CERTIFICATE OF MERGER

OF

AYRSHIRE COLLIERIES CORPORATION AND FINACOAL INC.

INTO

AMAX COAL SALES COMPANY

* * * * * * * *

          The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

           FIRST:   That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME

Amax Coal Sales Company
Ayrshire Collieries Corporation
Finacoal Inc. STATE

Delaware
Delaware
Delaware

           SECOND:   That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of the State of Delaware.

           THIRD:   The name of the surviving corporation of the merger is Amax Coal Sales Company.

           FOURTH:   That the Certificate of Incorporation of Amax Coal Sales Company, a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

           FIFTH:   That the executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 251 North Illinois Street, Indianapolis, IN 46206-0967.

           SIXTH:   That a copy of the agreement of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

DATED: January 30, 1990

AMAX COAL SALES COMPANY


By S\ Helen M. Feeney                                           
Vice President

ATTEST:

By: S\ Illegible                                
Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMAX COAL SALES COMPANY

          1.      The name of the Corporation (hereinafter called the "Corporation") is Amax Coal Sales Company.

          2.      The Certificate of Incorporation of the Corporation is hereby amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

"1.     The name of the corporation is: Midwest Coal Sales Company."

          3.      The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

          4.      The effective date of the Amendment herein certified shall be the date of filing.

           Dated this the 29th day of June, 1998.

AMAX COAL SALES COMPANY


BY: /s/ William H. Haselhoff                                
TITLE: Vice President of Administration

EX-3

Exhibit 3.49(b)

AMENDED AND RESTATED BYLAWS

OF

MIDWEST COAL SALES COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director. 2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

                     3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.50(a)

ARTICLES OF INCORPORATION
OF
MID-VOL LEASING, INC.

The undersigned, acting as Incorporator(s), of a corporation under Section 27,
Article 1, Chapter 31, of the Code of West Virginia, 1931, as amended, adopt(s)
the following Articles of Incorporation for such corporation:

I.     The undersigned agree to become a corporation by the name of

Mid-Vol Leasing, Inc.

II.     The address of the principal office of said corporation shall be located at Post Office Box 1112, in the city, town or village of Princeton, County of Mercer, State of West Virginia, 24740.

          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:

          To operate a business involving leasing and related business. To purchase, hold, pledge, transfer, sell or otherwise dispose of or deal in, the shares of capital stock, bonds, debentures, notes or other securities or evidences of indebtedness of any corporation; to receive, collect and dispose of dividends, interests or other income on any such securities held by it, and do any and all acts and things tending to increase the value of said corporation; to issue bonds and secure the same by pledge or deed of trust of or upon any part of such securities or other property held or owned by the. company and to sell or pledge such bonds for proper corporate purposes and in the promotion of its corporate business; to purchase, receive, hold and dispose of any securities of any person or corporation, whether such securities shall be bonds, mortgages, debentures, notes, shares of capital stock or otherwise, and in respect to any such securities, to exercise any and all rights and privileges of ownership thereof, and generally to act as investment brokers, agents or principals.

          To borrow and lend money and negotiate loans; to draw, accept, endorse, buy, and sell promissory notes, bonds, stocks, debentures, coupons, and other securities; to privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do. In carrying out these purposes to enter into, make, and perform contracts of every kind with any person, firm, association, or corporation, municipality, body politic, country, territory, State, government or colony or dependency thereof, and without limit as to the amount to draw, make, accept, endorse, discount, execute, and issue promissory notes, drafts, bills of exchange, warrants, debentures, and other negotiable or transferable instruments and evidences of indebtedness, whether secured by mortgage or otherwise, as well as to secure the same by mortgage or otherwise.

          To conduct a business in any of the states, territories, colonies, or dependencies of the United States, in the District of Columbia, and in any and all foreign countries; to have one or more offices therein and therein to hold, purchase, mortgage, and convey real estate and personal property, without limit as to amount, and therein to hold the meetings of incorporators, stockholders,, and directors of the Corporation.

          To do any or all of the things herein set forth to the same extent as a natural person or persons might or could do and in any part of the world, as principals, agents, contractors, trustees or otherwise, and either alone or in company with others.

          To purchase, hold, and reissue any of the shares of capital stock.

IV.     Provisions granting preemptive rights are:

          NONE

V.     Provisions for the regulation of the internal affairs of the corporation are:

          The internal affairs of the corporation will be regulated by the Board of Directors and officers of said corporation. By?Laws will be drawn up and approved by the stockholders of said corporation. VI. The amount of the total authorized capital stock of said corporation shall be $1,000.00 dollars, which shall be divided into 100 shares of the par value of $10.00 dollars each.

VII.     The full names and. addresses of the incorporator(s), including street and street numbers, if any, the city, town or village, including ZIP number, the number of shares subscribed for by each are as follows:

NAME ADDRESSES NO. OF SHARES (optional)

David Burton Post Office Box 5129, Princeton, West Virginia 24740

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:

Richard Preservati, Director
Mid-Vol Leasing, Inc.
Post Office Box 1112
Princeton, West Virginia 24740

X.     The number of directors constituting the initial Board of Directors of the corporation is One, 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

Richard Preservati, Director, ADDRESS

Post Office Box 1112, Princeton, West Virginia 24740

          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 27th day of April, 1989. (All Incorporators must sign below. Names and signatures must appear the same throughout the Articles of Incorporation). Xerox copies of Signatures are not acceptable.

S\ David Milton                     
DAVID MILTON

STATE OF WEST VIRGINIA,

COUNTY OF MERCER, to-wit:

          I, DONNA W. TOLLIVER, a Notary Public, in and for the County and State aforesaid, hereby certify that DAVID BURTON, whose name(s) are signed to the foregoing Articles of Incorporation, (names of all incorporator(s) as shown in Article VII must be issue on commission, subscribe for, take, acquire, hold, sell, exchange, and deal in shares, stocks, bonds, obligations, and securities of any government, authority, or company; to form, promote, subsidize, and assist companies, syndicates, or partnerships of all kinds, and to finance and refinance the same.

          To develop and turn to account any and acquired by or in which the company is interested, and in particular by laying out and preparing the same for building purposes, construction, altering, repairing, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings, and planting, paving, draining letting on building leases or building agreements, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants, and others. To engage in general insurance brokerage business for the purpose of selling fire, accident, liability, collision, theft, property damage, and other insurance. To carry on and undertake any business undertaking, transaction or operation commonly carried on or undertaken by capitalist, promoter, financiers, concessionaires, contractors, brokers, commission merchants, and any other incidental business which may seem to the company convenient to carry on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property or rights.

          In furtherance and not in limitation of the privileges of this Corporation it shall be lawful to purchase or acquire in any lawful manner, and to hold, own, mortgage, pledge, sell, lease, transfer, or in any manner dispose of, and deal and trade in, real estate, goods, wares, merchandise, and property of any and every class and description, and in any part of the world.

          To acquire the good will, rights, and property, and undertake the whole or any part of the assets or liabilities of any person, firm, association, or corporation engaged in any business authorized in these purposes, to pay for same in cash, the stock of any company, bonds or otherwise; to hold or in any manner dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management or such business. To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations in this State or any other State, country, nation, or government, and while owner of said stock may exercise all the rights, powers, and inserted in this space by official taking acknowledgment) bearing date, the 27th day of April, 1989, this day personally appeared before me in my said County and severally acknowledged their signature(s) to be the same.

           Given under my hand and official seal this 27th day of April, 1989.

S\ Donna W. Tolliver                     
NOTARY PUBLIC

(NOTARIAL, SEAL)

My Commission Expires: 10-22-96




Articles of Incorporation
Prepared by:
David Burton
Attorney at Law
Post Office Box 5129
Princeton, West Virginia 24740

EX-3

Exhibit 3.50(b)

AMENDED AND RESTATED BYLAWS

OF

MID-VOL LEASING, INC.

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.51(a)

ARTICLES OF INCORPORATION
OF
MINING TECHNOLOGIES, INC.

           1.  Corporate Name. The Corporation's name shall be Mining Technologies, Inc.

           2.  Authorized Shares. The Corporation shall have authority to issue One Thousand (1,000) shares of no par value common stock.

           3.  Registered Office and Agent. The street address of the Corporation's initial registered office shall be 2700 Lexington Financial Center, Lexington, Kentucky 40507. The name of the Corporation's initial registered agent at that office shall be BTH Inc., Lexington.

           4.  Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

           5.  Incorporator. The name and mailing address of the incorporator are: Paul E. Sullivan, 2700 Lexington Financial Center, Lexington, Kentucky 40507.

           6.  Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

           7.  Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person's conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

           8.  Limitation of Director Liability.

                      (a)  Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                      (b)  Nothing in Article 8 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                                 (i)  Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                                 (ii)  Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                                 (iii)  Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                                 (iv)  Any transaction from which the director derived an improper personal benefit.

/s/ Paul E. Sullivan
Paul E. Sullivan, Incorporator

Date:   December 18, 1997

Prepared by:



/s/ Jeff Jefferson
Brown, Todd & Heyburn PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.51(b)

BYLAWS

OF

MINING TECHNOLOGIES, INC.

1.  Meetings of Shareholders

           1.1  Except as the Board of Directors may otherwise designate, the annual meeting of the shareholders of the Corporation shall be held at 10:00 a.m. on March 15 in each year if not a Saturday, Sunday or legal holiday, and if a Saturday, Sunday or legal holiday, then on the next day not a Saturday, Sunday or legal holiday.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal office.

2.  Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the majority vote of a quorum of shareholders who are present in person or by proxy at a meeting held to elect directors.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time and place of each meeting of the directors shall be either

                      (a)  telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting, or

                      (b)  mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3.  OFFICERS

           3.1  The Corporation shall have a President, a Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom shall be appointed by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

           3.2  The President shall have:

                      (a)  General charge and authority over the business of the Corporation, subject to the direction of the Board of Directors;

                      (b)  Authority to preside at all meetings of the shareholders;

                      (c)  Authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, including, without limitation, any deed conveying title to any real estate owned by the Corporation and any contract for the sale or other disposition of any such real estate, and;

                      (d)  Such other powers and duties as the Board of Directors may assign.

           3.3  The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

           3.4   The Secretary shall:

                      (a)  Issue notices of all meetings for which notice is required to be given;

                      (b)  Have responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the Corporation;

                      (c)  Have charge of the corporate record books; and

                      (d)  Have such other duties and powers as the Board of Directors or the President may assign.

           3.5  The Treasurer shall:

                      (a)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (b)  Have such other duties and powers as the Board of Directors or the President may assign.

           3.6  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign.

4.  Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Certificates representing shares of the Corporation shall be signed (either manually or in facsimile) by the President and by the Secretary or Treasurer.

           4.3  Transfer of shares shall be made only on the stock transfer books of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.52(a)

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MOUNTAIN-CLAY, INCORPORATED

           Pursuant to the provisions of KRS 271B.10.010, et seq., the undersigned corporation executes these Restated and Amended Articles of Incorporation and states that each and every article is being amended, the text of which amendments are set forth below. The undersigned corporation further states that the following Amended and Restated Articles of Incorporation were adopted by the sole shareholder of the corporation on January 15, 1998, in the manner prescribed by the Kentucky Business Corporation Act.

           1.     Corporate Name. The Corporation's name shall be Mountain-Clay, Incorporated.

           2.     Authorized Shares. The Corporation shall have authority to issue Two Thousand (2,000) shares of no par value common stock.

           3.     Registered Office and Agent. The street address of the Corporation's registered office shall be 109 Broadway, Hazard, Kentucky 41701. The name of the Corporation's registered agent at that office shall be Ronald G. Combs.

           4.     Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

           5.     Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

           6.     Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person's conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

           7.     Limitation of Director Liability.

                     (a)     Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b)     Nothing in Article 7 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                               (i)     Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                               (ii)     Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                               (iii)     Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                               (iv)     Any transaction from which the director derived an improper personal benefit.

           These Amended and Restated Articles of Incorporation supercede the original Articles of Incorporation and all amendments thereto.

           The number of shares of the corportion outstanding at the time of such adoption was 810; and the number of shares entitled to vote thereon was 810.

           The number of shares voted for such amendment was 810; and the number of shares voted against such amendment was zero.

MOUNTAIN-CLAY, INCORPORATED D/B/A
MOUNTAIN CLAY, INC.


By:     /s/ John Lynch
          John Lynch, Secretary

          Date:     1/30/98

STATE OF KENTUCKY

COUNTY OF BOYD

           I, the undersigned Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that John Lynch as Secretary personally appeared before me, and after having been duly sworn, declared and acknowledged and verified the foregoing Amended and Restated Articles of Incorporation of Mountain-Clay, Incorporated d/b/a Mountain Clay, Inc. as of the _____ day of January, 1998.

           My commission expires:______________________

                                                                                       
NOTARY PUBLIC, STATE AT LARGE,
KENTUCKY

Prepared by:

/s/ Thomas C. Walker
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.52(b)

AMENDED AND RESTATED BYLAWS

OF

MOUNTAIN-CLAY, INCORPORATED D/B/A MOUNTAIN CLAY, INC.

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director. 2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation’s affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.53(a)

CERTIFICATE OF INCORPORATION

OF

MOUNTAIN COALS, INC.

           FIRST: The name of the corporation is Mountain Coals, Inc.

           SECOND: The address of the registered office of the Corporation in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle, and the name of its registered agent at such address is The Corporation Trust company.

           THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

          FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Ten Thousand (10,000) shares of the par value of one dollar ($1.00) each, to be designated Common stock.

           FIFTH: The name and mailing address of the incorporator is James F. Hughey, Jr., 600 North 18th Street, Birmingham, Alabama 35203.

          SIXTH: The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation. The names and mailing addresses of the persons who are to serve as the directors until the first annual meeting of stockholders or until their successors are elected and qualify are as follows:

Name

John M. Harbert, III


Edwin M. Dixon


William H. Rossman Mailing Address

P. 0. Box 1297
Birmingham, Alabama 35201

P. 0. Box 1297
Birmingham, Alabama 35201

P. 0. Box 1297
Birmingham, Alabama 35201

          SEVENTH: Election of directors need not be by ballot except and to the extent provided in the By-Laws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, and consistently with such laws, the Board of Directors is expressly Authorized to make, alter, amend or repeal the By-Laws of the Corporation, subject to the power of the holders of stock having voting power thereon to alter, amend or repeal the By-Laws made by the Board of Directors. The Corporation may in its By-Laws confer powers upon its directors in addition to the foregoing and in addition to the powers and authority expressly conferred upon them by the laws of the State of Delaware.

          EIGHTH: The directors in their discretion may submit any contract or other transaction or act for approval or ratification by the stockholders by written consent or at any meeting of the stockholders, and any contract or other transaction or act that shall be approved or be ratified by the written consent of the holders of a majority of the outstanding stock of the Corporation entitled to vote with respect to such approval or ratification or by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all of the stockholders of the Corporation, as though it had been approved or ratified by every stockholder of the Corporation.

          NINTH: 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 law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

          I, THE UNDERSIGNED, being the incorporator 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 my act and deed and the facts hereinabove stated are true, and accordingly have hereunto set my hand this 2nd day of November, 1976.

S\ James F. Hughey, Jr.                     
JAMES F. HUGHEY, JR.

STATE OF ALABAMA

COUNTY OF JEFFERSON )
)
)

          BE IT REMEMBERED, that on this 2 day of November, 1976, personally came before me, a Notary Public for said county and state, James F. Hughey, Jr., the party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said certificate to be his act and deed and that the facts stated therein are true.

           Given under my hand and seal of office the day and year aforesaid.

S\ Janet E. Lee                     
          Notary Public

My commission expires: March 17, 1980

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CUMBERLAND COAL CORPORATION

INTO

MOUNTAIN COALS, INC.

          Pursuant to Section 253 of the General Corporation Law of the State of Delaware, Mountain Coals, Inc., a corporation organized and existing under the laws of Delaware (“Mountain Coals”), does hereby certify:

           First: That Mountain Coals was incorporated on the fifth day of November, 1976, pursuant to the General Corporation Law of the State of Delaware.

          Second: That Mountain Coals owns all of the issued and outstanding shares of the capital stock of Cumberland Coal Corporation, a corporation organized and existing under the laws of the State of Tennessee (“Cumberland”), which was incorporated on the 24th day of February, 1971, pursuant to the General Corporation Act of such state.

          Third: That Mountain Coals, by a resolution of its Board of Directors duly adopted at a meeting held on the 24th day of January, 1980, determined to and did merge into itself Cumberland, which resolution is in the following words, to wit:

WHEREAS, the Corporation lawfully owns all the issued and outstanding capital stock of Cumberland Coal Corporation a corporation organized and existing under the laws of Tennessee (“Cumberland”); and

WHEREAS, the Corporation desires to merge into itself Cumberland and to be possessed of all the estate, property, rights, privileges and franchises of such corporation.

Now, THEREFORE, BE IT RESOLVED, that the Corporation merge into itself, and it hereby does merge into itself Cumberland Coal Corporation, and assumes all of its liabilities and obligations; and

RESOLVED, FURTHER, that the President or a Vice-President, and the Secretary or Treasurer of the Corporation be and they hereby are directed to make and execute, under the corporate seal of the Corporation, a Certificate of Ownership and Merger setting forth a copy of the resolution to merge Cumberland Coal Corporation, and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of the State of Delaware, and a certified copy thereof in the Office of the Recorder of Deeds of New Castle County, Delaware; and

RESOLVED, FURTHER, that the officers of the Corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware which may be in anywise necessary or proper to effect such merger.

           Fourth: The effective date upon which this Certificate of Ownership and Merger shall be effective for accounting purposes is January 31, 1980.

          IN WITNESS WHEREOF, Mountain Coals, Inc., has caused its corporate seal to be affixed and this certificate to be signed by John M. Harbert, III, its President, and Edwin M. Dixon, its Secretary, this 24th day of January, 1980.

ATTEST:



By S\ Illegible                     
          Secretary MOUNTAIN COALS



By S\ John M. Harbert, III                     
          President

STATE OF ALABAMA

COUNTY OF SHELBY )
)
)

          Be it remembered that on this 24th day of January, A.D. 1980, personally came before me, a notary public in and for the county and state aforesaid, John M. Harbert, III, President of Mountain Coals, Inc., a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said John M. Harbert, III, as such President, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to said foregoing certificate are in the handwriting of the said President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

S\ Deborah M. Chapman                     
          Notary Public

My commission expires: 10-30-82

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

POPLAR CREEK MINING COMPANY, INC.

INTO

MOUNTAIN COALS, INC.

          Pursuant to Section 253 of the General Corporation Law of the State of Delaware, Mountain Coals, Inc., a corporation organized and existing under the laws of Delaware (“Mountain Coals”), does hereby certify:

           First: That Mountain Coals was incorporated on the fifth day of November, 1976, pursuant to the General Corporation Law of the State of Delaware.

          Second: That Mountain Coals owns all of the issued and outstanding shares of the capital stock of Poplar Creek Mining Company, Inc., a corporation organized and existing under the laws of the State of Delaware (“Poplar Creek”), which was incorporated on the 28th day of November, 1973, pursuant to the General Corporation Law of such state.

          Third: That Mountain Coals, by a resolution of its Board of Directors duly adopted at a meeting held on the 24th day of January, 1980, determined to and did merge into itself Poplar Creek, which resolution is in the following words, to wit:

WHEREAS, the Corporation lawfully owns all the issued and outstanding capital stock of Poplar Creek Mining Company, Inc., a corporation organized and existing under the laws of Delaware (“Poplar Creek”); and

WHEREAS, the Corporation desires to merge into itself Poplar Creek and to be possessed of all the estate, property, rights, privileges and franchises of such corporation.

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge into itself, and it hereby does merge into itself Poplar Creek Mining Company, Inc., and assumes all of its liabilities and obligations; and

RESOLVED, FURTHER, that the President or a Vice-President, and the Secretary or Treasurer of the Corporation be and they hereby are directed to make and execute, under the corporate seal of the Corporation, a Certificate of Ownership and Merger setting forth a copy of the resolution to merge. Poplar Creek Mining Company, Inc., and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the Office of the Secretary of the State of Delaware, and a certified copy thereof in the Office of the Recorder of Deeds of Now Castle County, Delaware; and

RESOLVED, FURTHER, that the officers of the Corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware which may be in anywise necessary or proper to effect such merger.

           Fourth: The effective date upon which this Certificate of Ownership and Merger shall be effective for accounting purposes is January 31, 1980.

          IN WITNESS WHEREOF, Mountain Coals, Inc., has caused its corporate seal to be affixed and this certificate to be signed by John M. Harbert, III, its President and Edwin M. Dixon, its Secretary, this 24th day of January 1980.

ATTEST:



By S\ Illegible                     
          Secretary MOUNTAIN COALS



By S\ John M. Harbert, III                     
          President

S E A L

STATE OF ALABAMA

COUNTY OF SHELBY )
)
)

          Be it remembered that on this 24th day of January, A.D. 1980, personally came before me, Deborah M. Chapman, notary public in and for the county and state aforesaid, John M. Harbert, III, President of Mountain Coals, Inc., a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said John M. Harbert, III, as such President, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to said foregoing certificate are in the handwriting of the said President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

S\ Deborah M. Chapman                     
          Notary Public

My commission expires: 10-30-83

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

SQUABBLE CREEK COAL COMPANY

INTO

MOUNTAIN COALS, INC.

          Pursuant to Section 253 of the General Corporation Law of the State of Delaware, Mountain Coal, Inc., a corporation organized and existing under the laws of Delaware (“Mountain Coals”), does hereby certify:

           First: That Mountain Coals was incorporated on the fifth day of November, 1976, pursuant to the General Corporation Law of the State of Delaware.

          Second: That Mountain Coals owns all of the issued and outstanding shares of the capital stock of Squabble Creek Coal Company, a corporation organized and existing under the laws of the State of Kentucky (“Squabble Creek”), which was incorporated on the 29th day of April, 1976, pursuant to the Business Corporation Act of such state.

          Third: That Mountain Coals, by a resolution of its Board of Directors duly adopted at a meeting held on the 24th day of January, 1980, determined to and did merge into itself Squabble Creek, which resolution is in the following words, to wit:

WHEREAS, the Corporation lawfully owns all the issued and outstanding capital stock of Squabble Creek Coal Company a corporation organized and existing under the laws of Kentucky (“Squabble Creek”); and

WHEREAS, the Corporation desires to merge into itself Squabble Creek and to be possessed of all the estate, property, rights, privileges and franchises of such corporation.

NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge into itself, and it hereby does merge into itself Squabble Creek Coal Company, and assumes all of its liabilities and obligations; and

RESOLVED, FURTHER, that the President or a Vice-President, and the Secretary or Treasurer of the Corporation be and they hereby are directed to make and execute, under the corporate seal of the Corporation, a Certificate of Ownership and Merger setting forth a copy of the resolution to marge Squabble Creek Coal Company, and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the Office of the Secretary of the State of Delaware, and a certified copy thereof in the Office of the Recorder of Deeds of New Castle County, Delaware; and

RESOLVED, FURTHER, that the officers of the Corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware which may be in anywise necessary or proper to effect such merger.

           Fourth: The effective date upon which this Certificate of Ownership and Merger shall be effective for accounting purposes is January 31, 1980.

          IN WITNESS WHEREOF, Mountain Coals, Inc., has caused its corporate seal to be affixed and this certificate to be signed by John M. Harbert, III, its President, and Edwin M. Dixon, its Secretary, this 24th day of January, 1980.

ATTEST:



By S\ Illegible                     
          Secretary MOUNTAIN COALS



By S\ John M. Harbert, III                     
          President

S E A L

STATE OF ALABAMA

COUNTY OF SHELBY )
)
)

          Be it remembered that on this 24th day of January A.D. 1980, personally came before me, Deborah M. Chapman, a notary public in and for the county and state aforesaid, John M. Harbert, III, President of Mountain Coals, Inc., a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said John M. Harbert, III, as such President, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to said foregoing certificate are in the handwriting of the said President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

S\ Deborah M. Chapman                     
          Notary Public

My commission expires: 10-30-83

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

BUCKHORN PROCESSING COMPANY AND

MCI MINING CORPORATION INTO

CYPRUS MOUNTAIN COALS CORPORATION

(Pursuant to Section 253 of the General Corporation Law of Delaware and Section 271 B.1 1-010-070 of the Kentucky Business Corporation Act)

           Cyprus Mountain Coals Corporation, a Delaware corporation (the "Corporation"). does hereby certify:

           FIRST: That the Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware.

          SECOND: That the Corporation owns all of the outstanding shares of the capital stock of Buckhorn Processing Company, a Kentucky corporation, and MCI Mining Corporation, a Kentucky corporation.

           THIRD. That the effective date of the merger will be December 30, 1992.

          FOURTH: That the Corporation, by the following resolutions of its Board of Directors, duly adopted on the 30th day of December, 1992, determined to merge into itself Buckhorn Processing Company and MCI Mining Corporation on the conditions set forth in such resolutions:

RESOLVED, that the Corporation merge into itself its subsidiaries, Buckhorn Processing Company, a Kentucky corporation, and MCI Mining Corporation, a Kentucky corporation, and assume all of said subsidiaries’ liabilities and obligations; and further

RESOLVED, that the President, any Senior Vice President, any Vice President and the Secretary or any Assistant Secretary of this Corporation, be, and each of them hereby is, directed to make, execute and acknowledge a Certificate of Ownership and Merger setting forth a copy of the resolution to merge said Buckhorn Processing Company and said MCI Mining Corporation into this Corporation and to assume said subsidiaries’ liabilities and obligations and to file the same in the office of the Secretary of State of Delaware, and certified copies thereof in the office of the Recorder of Deeds of New Castle County; and further

RESOLVED, that the following Plan of Merger is hereby approved by Cyprus Mountain Coals Corporation as the sole owner of the outstanding shares of Buckhorn Processing Company and MCI Mining Corporation:

PLAN OF MERGER

Each of: Buckhorn Processing Company, a Kentucky corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Mountain Coal Corporation; and MCI Mining Corporation, a Kentucky corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Mountain Coals Corporation; shall be merged into Cyprus Mountain Coals Corporation, a Delaware corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Coal Company, and Cyprus Mountain Coals Corporation shall be the surviving corporation.

The merger of Buckhorn Processing Company and MCI Mining Corporation into Cyprus Mountain Coals Corporation is conditional upon the approval of this Plan of Merger by the Board of Directors of Cyprus Mountain Coals Corporation and the filing of Articles of Merger with the Delaware Secretary of State and the Secretary of State of the Commonwealth of Kentucky respectively.

Upon the effectiveness of the merger, each outstanding share of Buckhorn Processing Company and MCI Mining Corporation shall be cancelled and each outstanding share of Cyprus Mountain Coals Corporation shall remain issued and outstanding.

          IN WITNESS WHEREOF, said Cyprus Mountain Coals Corporation has caused this certificate to be signed by Joseph Caffarelli, Jr., its Vice President, and Deborah J. Friedman, its Assistant Secretary, this 30th day of December, 1992.

CYPRUS MOUNTAIN COALS CORPORATION

By: /s/ Joseph Caffarelli, Jr.                     
          Vice President

ATTEST:

BY: /s/ Deborah J. Friedman          
Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

MOUNTAIN COALS, INC.

          It is hereby certified that:

          1. The name of the corporation (hereinafter called the "Corporation") is Mountain Coals, Inc.

          2. The Certificate of Incorporation of the Corporation is hereby amended by striking out the entire Article FIRST thereof and by substituting in lieu of said Article the following new Article:

"FIRST: The name of the corporation is CYPRUS MOUNTAIN COALS CORPORATION."

          3. The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

          4. The effective date of the Amendment herein certified shall be the date of filing.

           Signed and attested to on June 5, 1987.

/s/ Chester B. Stone, Jr.
Chester B. Stone, Jr.                     
Executive Vice President

ATTEST:

/s/ Deborah J. Friedman
Deborah J. Friedman
Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

CYPRUS MOUNTAIN COALS CORPORATION

          It is hereby certified that:

          1. The name of the Corporation (hereinafter called the "Corporation") is Cyprus Mountain Coals Corporation.

          2. The Articles of Incorporation of the Corporation are hereby amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

"FIRST: The name of the corporation is: Mountain Coals Corporation."

          3. The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

          4. The effective date of the Amendment herein certified shall be the date of filing.

           Signed and attested this the 30th day of June, 1998.

CYPRUS MOUNTAIN COALS CORPORATION

By: /s/ Scott Dyer                     
Title: Vice President

EX-3

Exhibit 3.53(b)

AMENDED AND RESTATED BYLAWS

OF

MOUNTAIN COALS CORPORATION

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.54(a)

AGREEMENT OF INCORPORATION

           I.  The undersigned agrees to form a corporation by the name of Marrowbone Development Company.

           II.  The principal office or Place of Business of said Corporation will be located at 4th and Main Street, P.O. Box 26763 in the city of Richmond and State of Virginia 23261. It’s chief works will be located in Kermit, Mingo County, West Virginia.

           III.  The objects for which this Corporation is formed are as follows:

           1.  To buy, acquire, own, hold, sell explore develop, mine and operate lands, including coal and mineral-bearing lands, and interests, estates, franchises therein, and to lease or rent the same from or to other persons, firms and corporations.

           2.  To construct, buy, own, hold, sell, use, operate, and rent or lease the same from or to others any and all buildings, structures, improvements, machinery, equipment, plants, and facilities for the exploration, development, mining, drilling, excavation, removal, treatment, handling, hauling, storage, transportation, distribution, 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, jobber, distributor, retailer, factor, and agent in the production, handling, storage, distribution, and sale of coal, coke, other minerals, and by-products and derivatives manufactured or produced therefrom.

           4.  To buy, own, hold, operate, lease or rent from or to others, sell and dispose of establishments. and enterprises for the handling, purchasing, storage, distribution, and sale as wholesaler, retailer, jobber, distributor, and factor, of general and various kinds and classes of merchandise and commodities

           5.  To buy, own, hold, control, improve, pledge, mortgage, lease sell, convey, exchange, and otherwise acquire deal in and dispose of any, and all articles or kinds of personal property, or any rights, interest, or estate therein, as owner, broker, agent or factor.

           6.  Generally to buy, own, hold, control, pledge, hypothecate, sell, convey, exchange, and otherwise deal in stocks, bonds, notes, mortgages, certificates of interest, evidence of ownership, evidences of indebtedness, and every, other kind and form of security, or any right, interest or estate therein, either as owner, broker, agent or factor, pursuant to all requirements of law.

           7.  To conduct any general and special brokerage agency, and commission business for others in the purchase, sale, management, or disposal, of real and personal property of all kinds, or any right, interest or estate therein, and to negotiate secured or unsecured loans for others, and to act as fiscal agent for others in the same manner and to the same extent that an individual might do or act in the conduct of any, lawful business.

           8.  To borrow money and issue evidences of indebtedness and to secure the payment of same by depositing pledging, mortgaging, or otherwise encumbering any real or personal property, or any right, interest or estate therein whether direct with the lenders, or in trust, or otherwise.

           9.  To buy, acquire, hold, own, use, sell, rent, and lease to and from others, grant, convey, mortgage, and encumber real and personal property and franchises, rights, interests and estates therein.

           10.  To do and perform any and all of such acts, things, and deeds that may be reasonably germane to or reasonably necessary for convenient in the exercise of any of the foregoing express powers.

           IV.  The amount of the total authorized capital stock of said corporation shall be Five Thousand dollars which shall be divided into 500 shares of the par value of Ten dollars each.

           The amount of capital stock with which it will commence busienss is One Thousand Dollars $1,000.00) being One Hundred shares of the par value of Ten Dollars ($10.00) each.

           V.  The full names and addresses, including street and street numbers, if any, and the city, town or village, of the Incorporators, and if a stock corporation, the number of shares subscribed by each:

- -------------------------- ------------------------------- --------------------- --------------------- -----------
        Name                      Address                     No. of                No. of
                                                           Shares of Common    Shares of Preferred     Total No.
                                                              Stock                 Stock              of Shares
- -------------------------- ------------------------------- --------------------- --------------------- -----------
Daniel A. Carrell          P.O. Box 1535                   50                    0                     50
                           Richmond, Virginia 23200
- -------------------------- ------------------------------- --------------------- --------------------- -----------
Thurston R. Moore          P.O. Box 1535                   25                    0                     25
                           Richmond, Virginia 23200
- -------------------------- ------------------------------- --------------------- --------------------- -----------
Charles H. Cuthbert, Jr.   P.O. Box 1535                   25                    0                     25
                           Richmond, Virginia 23200
- -------------------------- ------------------------------- --------------------- --------------------- -----------

           VI.  The existence of this corporation is to be purpetual.

           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 23rd day of June, 1975.

/s/ Daniel A. Carrell
Daniel A. Carrell


/s/ Thurston R. Moore
Thurston R. Moore


/s/ Charles H. Cuthbert, Jr.
Charles H. Cuthbert, Jr.

Edward M. Payne, III
File, Payne, Scherer & Brown
Law Building
Beckley, West Virginia 25801

CERTIFICATES

          State of Virginia, city of Richmond, to wit:

           I, illegible, a Notary Public in and for the County and State aforesaid hereby certify that:

Daniel A. Carrell
Thurston R. Moore
Charles H. Cuthbert, Jr.

whose names are signed to the foregoing agreement bearing date on the 23rd day of June, 1975 this day personally appeared before me in my said county and severally acknowledged their signatures to the same.

           Given under my hand and official seal this 23rd day of June, 1975

/s/ Illegible
Notary Public

          My Commission Expires on illegible

ARTICLES OF MERGER
MERGING
SMC Coal and Terminal Company
a Delaware corporation
INTO
Marrowbone Development Company
a West Virginia corporation

In accordance with Section 31-1-38 of the Corporation Act
of the State of West Virginia

           Marrowbone Development Company, a corporation duly organized and existing under and by virtue of the laws of the State of West Virginia (the “Corporation”), desiring to merge SMC Coal and Terminal Company, a Delaware corporation, with and into itself pursuant to the provisions of Section 31-1-38 of the Corporation Act of the State of West Virginia DOES HEREBY CERTIFY as follows:

           FIRST: The name and the state of incorporation of each of the constituent corporation of the merger (the "Merger") are as follows:

Name State of Incorporation

SMC Coal and Terminal Company Delaware

Marrowbone Development Company West Virginia

           SECOND: An Agreement and Plan of Merger between the parties to the Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 31?1?37 of the Corporation Act of the State of West Virginia.

           THIRD: The name of the surviving corporation of the merger is Marrowbone Development Company (the “Surviving Corporation”) which name shall be changed by amending Article I of the Certificate of Incorporation of the Surviving Corporation to change the corporation’s name to “SMC Coal and Terminal Company”.

           FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this Merger may be amended or terminated and abandoned by the Board of Directors of the Surviving Corporation at any time prior to the date of filing the Articles of Merger with the Secretary of State of West Virginia.

           FIFTH: The Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation.

           SIXTH: The executed Agreemetn and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is Route 65 at Big Brach Road, P.O. BOX 119, Naugatuck, West Virginia 25685.

           SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost to any stockholder of any constituent corporation.

           ElGHTH: The Merger will be effective upon the filing of the Articles of Merger with the Secretary of State of West Virginia and the Certificate of Merger with the State of Delaware.

           IN WITNESS WHEREOF, the undersigned, for the purpose of effectuating the Merger of the constituent corporations, pursuant to the Corporation Act of the State of West Virginia, under penalties of perjury do hereby declare and certify that this is the act and deed of the Corporation and the facts contained herein are true and accordingly have hereunto signed the Articles of Merger as of this 27th day of November, 1995.

Marrowbone Development Company

By: /s/ David M. Young

Name: David M. Young

Title: President



SMC Coal and Terminal Company

By: /s/ David M. Young


Name: David M. Young

Title: President

State of Illinois

County of St. Clair

           I, Jeanette W. Moeller, a Notary Pubic, do hereby certify that on this 27th day of November, 1995, personally appeared before me, David M. Young who, being by me first duly sworn, declared that he is the President of Marrowbone Development Company and that the statements herein contained are true.

/s/ Jeanette W. Moeller

Notary Public

(Notary Seal)

My Commission Expires: May 18, 1998

State of Illinois

County of St. Clair

           I, Jeanette W. Moeller, a Notary Pubic, do hereby certify that on this 27th day of November, 1995, personally appeared before me, David M. Young who, being by me first duly sworn, declared that he is the President of SMC Coal and Terminal Company and that the statements herein contained are true.

/s/ Jeanette W. Moeller

Notary Public

(Notary Seal)

My Commission Expires: May 18, 1998

AGREEMENT AND PLAN OF MERGER

           This Agreement and Plan of Merger dated as of November 27, 1995, between SMC Coal and Terminal Company, a Delaware corporation (“SMC”), and Marrowbone Development Company, a West Virginia corporation (“Marrowbone”). (SMC and Marrowbone collectively shall be the “Constituent Corporations”).

           WHEREAS, SMC is a corporation duly organized and existing under the laws of the State of Delaware with an authorized capital stock of 1,000 shares of common stock, with a par value of $1.00 per share, (the “SMC Common Stock”) of which 1,000 shares of the SMC Common Stock are issued and outstanding as of the date of this Agreement;

           WHEREAS, Marrowbone is a corporation duly organized and existing under the laws of the State of West Virginia with an authorized capital stock of 5,000 shares of common stock, with a par value of $10.00 per share, (the ‘Marrowbone Common Stock”) of which 100 shares of the Marrowbone Common Stock are issued and outstanding as of the date of this Agreement;

           WHEREAS, the board of directors of SMC has determined that it is in the best interests of SMC to effect the transactions described in this Agreement and that SMC merge with and into Marrowbone with Marrowbone being the surviving corporation and the directors and sole stockholder of SMC have approved the merger on the terms and conditions set forth herein and have authorized the execution and filing of a Certificate of Merger, all in accordance with the applicable provisions of the laws of Delaware.

           WHEREAS, the board of directors of Marrowbone has determined that it is in its best interests to effect the transactions described in this Agreement and that SMC merge with and into Marrowbone with Marrowbone being the surviving corporation, and the directors and the sole stockholder of Marrowbone have approved the merger on the terms and conditions set forth herein and related Articles of Merger (the “Articles of Merger”) in accordance with the applicable provisions of the laws of the State of West Virginia;

           NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereby agree that, in accordance with the applicable statutes of the State of West Virginia, SMC shall be merged into Marrowbone, with Marrowbone being the surviving corporation, and that the terms and conditions of such merger (the “Merger”), the mode of carrying it into effect and the manner and basis of converting the shares effected by the Merger shall be as follows:

           1.  The Merger . Upon the terms and conditions hereinafter set forth and in accordance with the Corporation Act of West Virginia, at the Effective Time, SMC shall be merged with and into Marrowbone and thereupon the separate existence of SMC shall cease, and Marrowbone, as the surviving corporation (the “Surviving Corporation”), shall continue to exist under and be governed by the Corporation Act of the State of West Virginia.

           2.  Filing. SMC and Marrowbone, in compliance with the provisions of applicable law, will cause the Articles of Merger to be executed and filed with the Secretary of State of West Virginia and a Certificate of Merger to be executed and filed with the Secretary of State of Delaware.

           3.  Effective Date of Merger. The Merger shall become effective immediately upon the filing of the Articles of Merger with the Secretary of State of West Virginia and the Certificate of Merger with the Secretary of State of Delaware (the "Effective Time").

4.  Certificate of Incorporation and Bylaws. At the Effective Time, the Certificate of Incorporation of Marrowbone shall be the Certificate of Incorporation of the Surviving Corporation. The bylaws of Marrowbone shall be the by-laws of the Surviving Corporation.

           5.  Directors and Officers. The persons who are directors of Marrowbone immediately prior to the Effective Time shall, after the Effective Time, serve as the directors of the Surviving Corporation, and the officers, of Marrowbone immediately prior to the Effective Time shall after the Effective Time, serve as the officers of the Surviving Corporation, in each case, such directors and officers to serve until their successors have been duly elected and qualified in accordance with the Certificate of Incorporation and the by-laws of the Surviving Corporation, respectively.

           6.  Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of the SMC Common Stock, each share of the SMC Common Stock, which is issued and outstanding immediately prior to the Effective Time, shall be converted, without any action of the sole stockholder thereof into 1/10 of a share of the Surviving Corporation.

           7.  Effect of Merger. On and after the Effective Time, the Surviving Corporation shall possess all the assets of every description, and every interest in the assets, wherever located, and the rights, privileges, immunities, powers. franchises and authority, of a public as well as a private nature, of each of SMC and Marrowbone and all obligations belonging to or due to each of SMC and Marrowbone, all of which vested in the Surviving Corporation without further act or deed. The Surviving Corporation shall be liable for all the obligations of SMC and Marrowbone; any claim existing, or action or proceeding pending, by or against SMC or Marrowbone may be prosecuted to judgment, with right of appeal as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place; and all the rights of creditors of each of SMC and Marrowbone shall be preserved unimpaired.

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

SMC Coal and Terminal Company

By: /s/ David M. Young
Name: David M. Young
Title: President Marrowbone Development Company

By: /s/ David M. Young
Name: David M. Young
Title: President

Attest:

By: /s/ Michael A. Kafoury
Name: Michael A. Kafoury
Title: Secretary Attest:

By: /s/ Kevin L. Yocum
Name: Kevin L. Yocum
Title: Secretary

State of Illinois

County of St. Clair

           I, Jeanette W. Moeller, a Notary Public, do hereby certify that on this 27th day of November, 1995, Personally appeared before me, David M. Young and Kevin L Yocum who, being by me first duly sworn, declared that they are the President and Secretary. respectively, of Marrowbone Development Company and that the statements herein contained are true.

My Commission Expires: May 18, 1998 /s/ Jeanette W. Moeller
Notary Public

State of Illinois

County of St. Clair

           I, Jeanette W. Moeller, a Notary Public, do hereby certify that on this 27th day of November, 1995, Personally appeared before me, David M. Young and Michael A. Kafoury who, being by me first duly sworn, declared that they are the President and Secretary. respectively, of SMC Coal and Terminal Company and that the statements herein contained are true.

My Commission Expires: May 18, 1998 /s/ Jeanette W. Moeller
Notary Public

WEST VIRGINIA
ARTICLES OF INCORPORATION
PROFIT AMENDMENT

           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 SMC Coal and Terminal Company

           SECOND: The following Amendment(s) to the Articles of Incorporation was adopted by the shareholders (Note 1) of the corporation on September 19, 1990, in the manner prescribed by Section 107 and 147, Article 1, Chapter 31.

    "RESOLVED, that the first article of the Corporation's Certificate of Incorporation be amended to FIRST: Mountaineer Coal Development Company."

           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 was 100.

           FOURTH: The description and number of outstanding shares of each class entitled to vote, as a class, were as follows:

Class
Common Number of Shares
100

           FIFTH: The number of shares voted for such amendment(s) was 100 and the number of shares voted against such amendment(s) was 0.

           SIXTH: The number of shares of each class entitled to vote as a class voted for and against such amendment(s) were:

           FOURTH: The description and number of outstanding shares of each class entitled to vote, as a class, were as follows:

Class
Common Number of Shares Voted
For
100
Against
0

           SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment(s) shall be effected, is as follows: N/A

           EIGHTH: The amount of the authorized capital stock of this Corporation shall be increased/decreased from N/A shares at the par value of ____ to ___ shares at the par value of __. The total authorized capital stock shall hereafter be ____.

Dated: December 7, 1995

SMC COAL AND TERMINAL
COMPANY

By: /s/ David M. Young


and


By: /s/ Kevin L. Yocum

State of Illinois
County of St. Clair

           I, Jeanette W. Moeller, a Notary Public do hereby certify that on this 7th day of December, 1995, personally appeared before me David M. Young and Kevin L. Yocum who, being by me first duly sworn, declared that they are President and Secretary, respectively, of SMC Coal and Terminal Company, that they signed the foregoing document as President and Secretary of the corporation, and that the statements therein contained are true.

/s/ Jeanette W. Moeller
Notary Public

My commission expires: May 18, 1998.

Notes: 1. Changes to "board of Directors' if no shares have been issued.

Articles of Amendment prepared by:

Kevin L. Yocum
50 Jerome Lane
Fairview Heights, IL 62208

EX-3

Exhibit 3.54(b)

AMENDED AND RESTATED BYLAWS

OF

MOUNTAINEER COAL DEVELOPMENT COMPANY

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

          (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

          (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.55(a)

CERTIFICATE OF INCORPORATION

OF

OLD BEN COAL COMPANY

           FIRST: The name of the corporation is Old Ben Coal Company

           SECOND: The address of the corporation's registered office in the State of Delaware is 100 West Tenth Street, in the City of Wilmington, County of New Castle, and the name of its registered agent at such address is The Corporation Trust Company.

           THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

           FOURTH: The total number of shares of capital stock which the corporation shall have authority to issue is 100 shares of Common Stock with a par value of $100 per share.

           FIFTH: The name and mailing address of the incorporator is:

C. R. Arrington. 1725 Midland Building
Cleveland, Ohio 44115

           SIXTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and stockholders, it is further provided:

1. The election of directors of the corporation need not be by written ballot unless the by-laws so require.

2. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered to make, alter, amend or repeal the by-laws of the corporation, in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation of the corporation.

3. Any director or officer elected or appointed by the stockholders of the corporation or by its Board of Directors may be removed at any time in such manner as shall be provided in the by-laws of the corporation..

           IN WITNESS WHEREOF, I have signed this certificate this 24th day of October, 1979.

s/b          C.R. Arrington

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/13/1994
923285549 - 881101

CERTIFICATE OF MERGER

OF

ZEIGLER COAL COMPANY
(an Illinois corporation)

WITH AND INTO

OLD BEN COAL COMPANY
(a Delaware corporation)

In accordance with Section 252 of the
General Corporation Law of the
State of Delaware
**********************************

           Old Ben Coal Company, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware (the "Corporation"), desiring to merge Zeigler Coal Company, an Illinois corporation, with and into itself, pursuant to the provisions of Section 252 of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

           FIRST: The name and state of incorporation of each constituent corporation of the merger (the "Merger") are as follows:

NAME

Zeigler Coal Company

Old Ben Coal Company STATE OF INCORPORATION

Illinois

Delaware

           SECOND: An Agreement and Plan of Merger (the "Merger Agreement") has been approved, adopted, certified, executed and acknowledged by each constituent corporation, in accordance with the requirements of Section 252 of the General Corporation Law of the State of Delaware.

           THIRD: The name of the surviving corporation of the Merger is Old Ben Coal Company (the "Surviving corporation") . The Certificate of Incorporation of the Corporation as in effect at the effective time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation.

           FOURTH: Anything herein or elsewhere to the contrary notwithstanding, the Merger Agreement may be amended or terminated and abandoned by the Boards of Directors of the constituent corporations at any time prior to the date of filing the Certificate of Merger with the Secretary of State of the State of Delaware.

           FIFTH: An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation, 50 Jerome Lane, Fairview Heights, Illinois 62208, and a copy of the Merger Agreement will be furnished by the Surviving Corporation, upon request and without cost, to any stockholder of any constituent corporation.

           SIXTH: The Merger shall be effective at the close of business on November 23, 1992.

           IN WITNESS WHEREOF, the undersigned, for the purpose of effectuating the Merger of the constituent corporations, pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true and accordingly have hereunto signed this Certificate of Merger this 23rd day of November, 1992.

OLD BEN COAL COMPANY, a Delaware corporation

By: s/b     David M. Young                      
Its:            President                                   

ATTEST:

By:            (Illegible)                      
Its:            Secretary                      

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/13/1994
944242939 - 681101

CERTIFICATE OF MERGER
MERGING
PIKE COAL COMPANY
a Delaware corporation

INTO

OLD BEN COAL COMPANY
a Delaware corporation

In accordance with Section 251 of the General Corporation Law
of the State of Delaware

           Old Ben Coal Company, a corporation duty organized and existing under and by virtue of the laws of the State of Delaware (the "Corporation"), desiring to merge Pike Coal Company, a Delaware corporation, with and into itself, pursuant to the provisions of Section 252 of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

           FIRST: The name and the state of incorporation of each of the constituent corporation of the merger (the "Merger") are as follows:

Name

Pike Coal Company

Old Ben Coal Company State of Incorporation

Delaware

Delaware

           SECOND: An Agreement and Plan of Merger between the parties to the Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of subsection (c) of Section 251 of the General Corporation Law of the State of Delaware.

           THIRD: The name of the surviving corporation of the Merger is Old Ben Coal Company (the "Surviving Corporation").

           FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this Merger may be amended or terminated and abandoned by the Board of Directors of the Surviving Corporation at any time prior to the date of filing the Certificate of Merger with the Secretary of State of Delaware.

           FIFTH: The Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation.

           SIXTH: The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is: 50 Jerome Lane, Fairview Heights, Illinois 62208.

           SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost to any stockholder of any constituent corporation.

           EIGHTH: The Merger shall be effective upon the filing with the Secretary of State of Delaware.

           IN WITNESS WHEREOF, the undersigned, for the purpose of effectuating the Merger of the constituent corporations, pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do hereby declare and certify that this is the act and deed of the Corporation and the facts contained herein are true and accordingly have hereunto signed this Certificate of Merger as of this 28th day of October, 1994.

OLD BEN COAL COMPANY

By: s/b     W. Douglas Blackburn, Jr.

Name:  W. Douglas Blackburn, Jr.
Title:    President                              

ATTEST:

By: s/b Brent L. Motchan

Name:  Brent L. Motchan
Title:    Secretary               

EX-3

Exhibit 3.55(b)

AMENDED AND RESTATED BYLAWS

OF

OLD BEN COAL COMPANY

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

OFFICERS

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

           (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

           (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

           (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

           (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

           (a)  Issue notices of all meetings for which notice is required to be given,

           (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

           (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

           (a)  Have the custody of all funds and securities of the Corporation,

           (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

           (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD &HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.56(a)

State of Delaware
Secretary of State
Division of Corporations
Filed 09:00 AM 11/02/1992
712307006

CERTIFICATE OF INCORPORATION

OF

PHOENIX LAND COMPANY

ARTICLE ONE

           The name of the corporation is Phoenix Land Company (hereinafter called the "Corporation").

ARTICLE TWO

           The address of the corporation I a registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County of Now Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

           The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

           The total number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, without par value.

ARTICLE FIVE

           The name and mailing address of the incorporator is as follows;

Name
Eileen C. McNamara Address
c/o Kirkland & Ellis
55 East 52nd Street
16th Floor
New York, NY 10055

ARTICLE SIX

           The directors shall have the power to adopt, amend or repeal By-laws, except as may otherwise be provided in the By-laws.

ARTICLE SEVEN

           The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

           The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

           The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

           I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of November, 1992.

s/b Eileen C. McNamara
       Eileen C. McNamara
       Sole Incorporator

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 10/12/1993
932855109 - 2314551

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE
***************************************

           PHOENIX LAND COMPANY, a Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           The present registered agent of the corporation is Corporation service Company and the present registered office of the corporation is in the county of New Castle

           The Board of Directors of PHOENIX LAND COMPANY adopted the following resolution on the 1st day of October, 1993.

           Resolved, that the registered office of PHOENIX LAND COMPANY

in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF,            Phoenix Land Company has caused this statement to be signed by Michael B. Nowobilski, its President and attested by Kevin L. Yocum, its Secretary this 1st day of October, 1993.

s/b Michael B. Nowobilski

ATTEST:

s/b Kevin L. Yocum

EX-3

Exhibit 3.56(b)

AMENDED AND RESTATED BYLAWS

OF

PHOENIX LAND COMPANY

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

          These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.57(a)

ARTICLES OF INCORPORATION
OF
PREMIUM PROCESSING, INC.

I.

          The name of this corporation shall be PREMIUM PROCESSING, INC.

II.

          The period of duration for which this corporation shall exist shall be perpetual.

III.

          The purposes for which this corporation is organized are as follows: To establish, erect, construct, purchase, lease or otherwise acquire, and to hold, use, equip, maintain, own and/or operate a coal handling, shipping, processing, loading and/or mining business and/or any other establishments of like kind and description; to engage in, all activities, to render all services. and to buy, use, handle arid deal in all supplies, apparatus, equipment, accessories, materials, products and merchandise, incidental or related thereto and for use therein; to employ persons as necessary and collect compensation for services rendered; to do any or all things incidental, necessary, suitable, convenient or proper for the accomplishment of all the purposes, objects, powers and business of the Corporation; and to do or transact any or all lawful business for which Corporations may be incorporated under the laws of the State of West Virginia.

IV.

          The address of the principal office of the Corporation is:

P.O. Box 1104
Princeton, WV 24740

          The name and address of the person to whom shall be sent notice of process served upon is:

Timothy D. Boggess
1617 North Walker Street
Princeton, WV 24740

          The number of Directors constituting the initial Board of Directors shall be two (2) in number and their 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 am as follows:

Timothy D. Boggess
1617 North Walker Street
Princeton, WV 24740

Gina D. Boggess
P.O. Box 5GI4
Princeton, WV 24740

V.

          The name and address of the incorporator of this Corporation is as follows:

Timothy D. Boggess
c/o WILLS & SADLER
1617 North Walker Street
Princeton, WV 24740

VI.

          The amount of total authorized capital stock of said corporation shall be $1,000.00. The Corporation shall have only one class of common stock. The aggregate number of shares which the Corporation shall have authority to issue and the par value per share are as follows:

Class and Series
Common Number of Shares
100 Par Value
$10.00

VII.

           Further provisions for the regulation of the internal affairs of the Corporation are contained in the Bylaws of the Corporation.

          I, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make these Article of Incorporation. and I have accordingly hereto set my hand this the 10th day of May, 1996.

s/b Timothy D. Boggess

STATE OF WEST VIRGINIA
COUNTY OF MERCER, TO-WIT:

          I, the undersigned, a Notary Public within and for the County and State aforesaid, do hereby certify that TIMOTHY D. BOGGESS, whose name is signed to the foregoing writing, has this day personally appeared before me and acknowledged the same in my said County and State.

Given under my hand this 10th day of May, 1996.

My Commission expires: January 9, 2002

s/b Eileen M. Thorne
NOTARY PUBLIC

(SEAL) (Note: Official Notary Seal Affixed)

These Articles of Incorporation
Were Prepared by:

William J. Sadler, Esquire
WILLS AND SADLER
1617 North Walker Street
Princeton, WV 24740

EX-3

Exhibit 3.57(b)

AMENDED AND RESTATED BYLAWS
OF
PREMIUM PROCESSING, INC.

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.58(a)

ARTICLES OF INCORPORATION
OF
PRINCESS BEVERLY COAL COMPANY

          I. The undersigned agree to become a corporation by the name of Princess Beverly Coal Company.

          II. The undersigned agree to become a corporation by the name of PRINCESS BEVERLY COAL COMPANY

          III. The address of the principal office of said corporation will be located at 401 South Lafayette Drive, in the city, town or village of Lewisburg, County of Greenbrier, State of West Virginia, 24901.

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.

          IV. The purpose or purposes for which corporation is formed are as follows:

To acquire, purchase, lease, option, own, sell and mortgage coal lands, or supposed coal lands, mineral estates, in the State of West Virginia or elsewhere; to buy and sell real estate; to prospect for coal, and mine coal and other minerals or mineral products, 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 form and control subsidiary companies and corporations with said subsidiaries to have all of the aforesaid objects; and to do all other things necessary and incidental to all of the aforesaid purposes; and further, to conduct and carry on any business authorized by law.

          V. Provisions granting preemptive rights are:

Common law preemptive rights shall not be limited.

          VI. Provisions for the regulation of the internal affairs of the corporation are:

None

          VII. The amount of the total authorized capital stock of said corporation shall be

           VIII. Five Thousand and no/100 dollars, which shall be divided into 500 shares of the par value of Ten and no/100 dollars each.

          IX. 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
Freda M. Wentz ADDRESS
1110 Kanawha Valley Bldg.
Charleston, WV 25301 NO.OF SHARES
150

          X. The existence of this corporation is to be perpetual.

          XI. The name and address of the appointed person to whom notice or process may be sent:

Peter Moran, 401 South Lafayette Drive, Lewisburg, West Virginia 24901

          XII. The number of directors constituting the initial board of directors of the corporation is three (3) 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
Peter Moran
Paul Moran
L. W. Hamilton, Jr. ADDRESS
401 South Lafayette Dr., Lewisburg, WV 24901
401 South Lafayette Dr., Lewisburg, WV 24901
401 South Lafayette Dr., Lewisburg, WV 24901

          I/WE, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and. file these Articles of Incorporation, and I/we have accordingly hereunto set our respective hands this 6th day of March, 1978.

/s/ Freda M. Wentz
Freda M. Wentz

STATE OF WEST VIRGINIA

COUNTY OF KANAWHA

          I, Dawn Elaine Clark, a Notary Public in and for the county and state aforesaid, hereby certify that Freda M. Wentz whose name(s) are signed to the foregoing Articles of Incorporation, (names of all incorporator(s) as shown in Article VII must be inserted in this space by official taking acknowledgement) bearing date 6th day of March, 1978, this day personally appeared before me in my said county and severally acknowledged their signature(s) to be the same.

          Given under my hand and the official seal this 6th day of March, 1978.

/s/ Dawn Elaine Clark
Notary Public

My Commission expires. October 6, 1982

Articles of Incorporation prepared by: (Name and Address)

Joseph W. Caldwell
DENNY, SKEEN & CALDWELL
1110 Kanawha Valley Building
Charleston, West Virginia 25301

EX-3

Exhibit 3.58(b)

AMENDED AND RESTATED BYLAWS

OF

PRINCESS BEVERLY COAL COMPANY

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the West Virginia Code, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

          These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.59(a)

ARTICLES OF INCORPORATION

OF

PRINCESS BEVERLY COAL HOLDING COMPANY, INC.

          1. Corporate Name. The Corporation's name shall be Princess Beverly Coal Holding Company, Inc.

          2. Authorized Shares. The Corporation shall have authority to issue 1,000 shares.

          3. Registered Office and Agent. The street address of the Corporation's initial registered office shall be Kentucky Home Life Building, Louisville, Kentucky 40202. The name of the Corporation's initial registered agent at that office shall be CT Corporation System.

          4. Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

          5. Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

          6. Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person’s conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

          7. Limitation of Director Liability.

                     (a) Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b) Nothing in Article 7 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                                i. Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                                ii. Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                                iii. Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                                iv. Any transaction from which the director derived an improper personal benefit.

/s/ Alan S. Meek
Alan S. Meek, Incorporator

Date: February 16, 1999

Prepared by:

/s/ Alan S. Meek
Brown, Todd & Heyburn PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.59(b)

BYLAWS

OF

PRINCESS BEVERLY COAL HOLDING COMPANY, INC.

1.   Meetings of Shareholders

          1.1 Except as the Board of Directors may otherwise designate, the annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal office.

2.   Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the majority vote of a quorum of shareholders who are present in person or by proxy at a meeting held to elect directors.

          2.2 Meetings of the Board of Directors may be called by the President/Chief Executive Officer or by any director.

          2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time and place of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting, or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3.   Officers

          3.1 The Corporation shall have a President/Chief Executive Officer, a Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom shall be appointed by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

          3.2 The President shall have:

                     (a) General charge and authority over the business of the Corporation, subject to the direction of the Board of Directors;

                     (b) Authority to preside at all meetings of the shareholders and of the Board of Directors;

                     (c) Authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, including, without limitation, any deed conveying title to any real estate owned by the Corporation and any contract for the sale or other disposition of any such real estate, and;

                     (d) Such other powers and duties as the Board of Directors may assign.

          3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President/Chief Executive Officer in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President/Chief Executive Officer may assign to them.

          3.4 The Secretary shall:

                     (a) Issue notices of all meetings for which notice is required to be given;

                     (b) Have responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the Corporation;

                     (c) Have charge of the corporate record books; and

                     (d) Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

          3.5 The Treasurer shall:

                     (a) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (b) Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

          3.6 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President/Chief Executive Officer may assign.

4.   Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President/Chief Executive Officer.

          4.2 Certificates representing shares of the Corporation shall be signed (either manually or in facsimile) by the President/Chief Executive Officer and by the Secretary or Treasurer.

          4.3 Transfer of shares shall be made only on the stock transfer books of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.60(a)

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PRO-LAND, INC.

          Pursuant to the provisions of KRS 271B.10.010, et seq., the undersigned corporation executes these Restated and Amended Articles of Incorporation and states that each and every article is being amended, the text of which amendments are set forth below. The undersigned corporation further states that the following Amended and Restated Articles of Incorporation were adopted by the sole shareholder of the corporation on January 15, 1998, in the manner prescribed by the Kentucky Business Corporation Act.

          1. Corporate Name. The Corporation's name shall be Pro-Land, Inc.

          2. Authorized Shares. The Corporation shall have authority to issue One Thousand (1,000) shares of no par value common stock.

          3. Registered Office and Agent. The street address of the Corporation's registered office shall be 109 Broadway, Hazard, Kentucky 41701. The name of the Corporation's registered agent at that office shall be Ronald G. Combs.

          4. Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

          5. Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

          6. Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person’s conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

          7. Limitation of Director Liability.

                     (a) Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b) Nothing in Article 7 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                                (i) Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                                (ii) Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                                (iii) Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                                (iv) Any transaction from which the director derived an improper personal benefit.

          These Amended and Restated Articles of Incorporation supercede the original Articles of Incorporation and all amendments thereto.

          The number of shares of the corportion outstanding at the time of such adoption was 400; and the number of shares entitled to vote thereon was 400.

        The number of shares voted for such amendment was 400; and the number of shares voted against such amendment was zero.

PRO-LAND, INC. D/B/A
KEM COAL COMPANY

By: /s/ John Lynch
       John Lynch, Secretary

       Date: 1/30/98

STATE OF KENTUCKY

COUNTY OF BOYD

          I, the undersigned Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that John Lynch as Secretary personally appeared before me, and after having been duly sworn, declared and acknowledged and verified the foregoing Amended and Restated Articles of Incorporation of Pro-Land, Inc. d/b/a Kem Coal Company as of the _____ day of January, 1998.

          My commission expires:______________________

                                                                 
NOTARY PUBLIC, STATE AT LARGE,
KENTUCKY

Prepared by:

/s/ Thomas C. Walker
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.60(b)

AMENDED AND RESTATED BYLAWS

OF

PRO-LAND, INC. D/B/A KEM COAL COMPANY

SECTION 1

Meetings of Shareholders

           1.1   The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2   The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3   Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1   The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2   Meetings of the Board of Directors may be called by the President or by any director.

           2.3   Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3
Officers

           3.1   The Corporation shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2   The President shall

                    (a)   Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                    (b)   Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                    (c)   Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                    (d)   Have such other powers and duties as the Board of Directors may assign to him.

           3.3   The Secretary shall

                    (a)   Issue notices of all meetings for which notice is required to be given,

                    (b)   Keep the minutes of all meetings and have charge of the corporate record books, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4   The Treasurer shall

                    (a)   Have the custody of all funds and securities of the Corporation,

                    (b)   Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                    (c)   Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5   Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1   Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2   Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 4050

EX-3

Exhibit 3.61(a)

ARTICLES OF INCORPORATION

OF

RED RIDGE MINING, INC.

KNOW ALL MEN BY THESE PRESENTS:

           That the undersigned, Hobert E. Potter, of Pike County, Kentucky, does hereby seek to form a corporation under the laws of the State of Kentucky and does hereby adopt the following Articles of Incorporation.

ARTICLE I

           The name of the proposed corporation shall be Red Ride Mining, Inc.

ARTICLE II

           The nature of the business proposed to be transacted, promoted and carried on by this Corporation shall be to purchase, lease, acquire own, mine, operate, develop, sell and convey coal, coal lands, other lands and minerals and mineral substances; to mine and deal in coal and coke and kindred products; to purchase timber lands, machinery, equipment, supplies, and materials of every kind and nature incident to and necessary to the successful production of coal and other minerals and mineral substances and products therefrom; to buy and sell coal from other persons, firms, associations, or corporations and to resell the same, either retail or wholesale in its own name or through an agent or agents; to do all things necessary and incident to the carrying on of the business of mining, buying and selling of coal and other minerals and mineral substances in all their branches, by trucks, railroads, or otherwise, in this State or in any State of these United States; to transact any and all lawful business for which corporations may be organized under the laws of the state of Kentucky and to do any and all acts, and to execute and perform any and all other powers, necessary, proper incident or convenient in carrying out the purposes above set forth, as fully as any natural person might or could do.

ARTICLE III

           The duration of this corporation shall be perpetual unless sooner dissolved according to law.

ARTICLE IV

           The address of the registered office of the corporation shall be Potter Drive, P. 0. Box 900, Robinson Creek, Kentucky; :41560, and the name of its registered agent at such address shall be Hobert E. Potter.

ARTICLE V

           The aggregate number of shares of stock which the corporation is authorized to issue shall be Two Thousand (2,000), shares of common stock, of no par value. Each share shall have equal voting rights.

ARTICLE VI

           The Initial Board of Directors of the corporation shall :consist of one Director; and the Director who shall serve until the first annual meeting of the shareholders of the corporation, or until its successor is elected and qualified is:

Hobert K. Potter
Potter Drive
P. 0. Box 900
Robinson Creek, Kentucky 41560

           The number of Directors thereafter shall be as the Bylaws of the Corporation may, from time to time, provide.

ARTICLE VII

           The name and address of the sole incorporator is:

Hobert E. Potter
Potter Drive
P. 0. Box 900
Robinson Creek, Kentucky 41560

ARTICLE VIII

           The private property of the stockholders shall not be liable for any debts, liabilities or obligations of the corporation.

           IN WITNESS WHEREOF, the sole Incorporator has hereunto set his hand, in triplicate originals, this 11 day of May, 1984.

s/ Hobert E. Potter ___________
Hobert E. Potter

STATE OF KENTUCKY
COUNTY OF PIKE

           I, a notary public for the county and state aforesaid certify that the foregoing Articles of Incorporation were this day produced to me in said county and state by HOBERT E. POTTER, incorporator and acknowledged by him before me to be his free act and deed, individually and as incorporator of RED RIDGE MINING, INC.

           Given under my hand this 11th day of May, 1984.

           My Commission expires February 28, 1988.

s/Bonita Blackburn____________
NOTARY PUBLIC

This instrument prepared by:

s/Reed D Anderson________
REED D. ANDERSON
ATTORNEY AT LAW
P.. 0. BOX 279
PIKEVILLE, KY 41501

EX-3

Exhibit 3.61(b)

AMENDED AND RESTATED BYLAWS

OF

RED RIDGE MINING, INC.

SECTION 1

Meetings of Shareholders

           1.1  The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2  The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

           1.3  Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

           2.1  The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2  Meetings of the Board of Directors may be called by the President or by any director.

           2.3  Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2  The President shall

                      (a)  Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                      (b)  Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                      (c)  Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                      (d)  Have such other powers and duties as the Board of Directors may assign to him.

           3.3  The Secretary shall

                      (a)  Issue notices of all meetings for which notice is required to be given,

                      (b)  Keep the minutes of all meetings and have charge of the corporate record books, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4  The Treasurer shall

                      (a)  Have the custody of all funds and securities of the Corporation,

                      (b)  Keep adequate and correct accounts of the Corporation’s affairs and transactions, and

                      (c)  Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5  Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1  Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2  Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.62(a)

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF RIVER COAL COMPANY, INC.

           Pursuant to the provisions of KRS 271B.10.010, et seq., the undersigned corporation executes these Restated and Amended Articles of Incorporation and states that each and every article is being amended, the text of which amendments are set forth below. The undersigned corporation further states that the following Amended and Restated Articles of Incorporation were adopted by the sole shareholder of the corporation on January 15, 1998, in the manner prescribed by the Kentucky Business Corporation Act.

           1.     Corporate Name. The Corporation's name shall be River Coal Company, Inc.

           2.     Authorized Shares. The Corporation shall have authority to issue Forty (40) shares of no par value common stock.

           3.     Registered Office and Agent. The street address of the Corporation's registered office shall be 109 Broadway, Hazard, Kentucky 41701. The name of the Corporation's registered agent at that office shall be Ronald G. Combs.

           4.     Principal Office. The mailing address of the Corporation's principal office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

           5.     Action by Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action who represent not less than eighty percent (80%) of the votes entitled to be cast on such action (or such higher percentage as may be required by these Articles), except for the election of directors, which shall require the written consent of all the shareholders entitled to vote in the election. Notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given promptly after the action becomes effective to those shareholders entitled to vote on the action who have not consented in writing.

           6.     Indemnification. Each person who is or becomes an executive officer or director of the Corporation shall be indemnified and advanced expenses by the Corporation with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director or executive officer of the Corporation. This Article obligates the Corporation to indemnify and advance expenses to its executive officers or directors only in connection with proceedings arising from that person's conduct in his official capacity with the Corporation to the extent permitted by the Kentucky Business Corporation Act, as amended from time to time. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which directors and executive officers may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation may indemnify and advance expenses to any employee or agent to the fullest extent permitted by law.

           7.     Limitation of Director Liability.

                     (a)     Except as otherwise provided by Subsection (b) below, no director of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for breach of his duties as a director.

                     (b)     Nothing in Article 7 (a) above shall be deemed or construed to eliminate or limit the liability of a director for:

                               (i)     Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Corporation or its shareholders;

                               (ii)     Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                               (iii)     Any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330 (or under any corresponding provision of the Kentucky Business Corporation Act, as amended from time to time); or

                               (iv)     Any transaction from which the director derived an improper personal benefit.

           These Amended and Restated Articles of Incorporation supercede the original Articles of Incorporation and all amendments thereto.

           The number of shares of the corportion outstanding at the time of such adoption was 40; and the number of shares entitled to vote thereon was 40.

           The number of shares voted for such amendment was 40; and the number of shares voted against such amendment was zero.

RIVER COAL COMPANY, INC.


By: /s/ John Lynch
       John Lynch, Secretary

       Date:   1/30/98

STATE OF KENTUCKY

COUNTY OF BOYD

           I, the undersigned Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that Don Brown as president and John Lynch as Secretary personally appeared before me, and after having been duly sworn, declared and acknowledged and verified the foregoing Amended and Restated Articles of Incorporation of River Coal Company, Inc. as of the _____ day of January, 1998.

           My commission expires:______________________.

                                                                            
NOTARY PUBLIC, STATE AT LARGE,
KENTUCKY

Prepared by:

/s/ Thomas C. Walker
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000

EX-3

Exhibit 3.63(b)

AMENDED AND RESTATED BYLAWS

OF

RIVER COAL COMPANY, INC.

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.64(a)

CERTIFICATE OF INCORPORATION

OF

ROARING CREEK COAL COMPANY

           FIRST. The name of the Corporation is Roaring Creek Coal Company Second. Its registered office in the State of Delaware is located at 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.

           THIRD. The nature of the business or purposes to be conducted or promoted are:

           (a) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

           (b) In general, to carry on all businesses in connection with the foregoing, and do all things necessary, proper, advisable, convenient for, or incidental to the accomplishment of the foregoing purposes.

           The Corporation, its directors and stockholders, shall have and may exercise all of the powers now or hereafter conferred by the laws of the State of Delaware and acts amendatory thereof or supplemental thereto upon corporations formed under the General Corporation Law of the State of Delaware.

           FOURTH. 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 is One Hundred Dollars ($100) amounting in the aggregate to One Hundred Thousand Dollars ($100,000).

           FIFTH. The name and mailing address of the incorporator is as follows:

NAME

Raymond J. Cooke MAILING ADDRESS

AMAX Center
Greenwich, Connecticut 06830

           SIXTH. The board of directors is expressly authorized to make, alter or repeal the by-laws of the Corporation.

           SEVENTH. 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 Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order 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 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 an consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said 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.

           EIGHTH. Elections of directors need not be by ballot unless the by-laws of the Corporation shall so provide.

           I, THE UNDERSIGNED, being the incorporator 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 the facts herein stated are true, and accordingly have hereunto set my hand and seal this 28th day of December A,D.1983.

s/Raymond J. Cooke                                

STATE OF CONNECTICUT
COUNTY OF FAIRFIELD

           BE IT REMEMBERED that on this 28th day of December A.D. 1983, personally came before me, a Notary Public for the State of Connecticut, Raymond J. Cooke, the party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said Certificate of Incorporation to be his act and deed and that the facts therein stated are truly set forth.

           GIVEN under my hand and seal of office the day and year aforesaid.

s/illegible                                
Notary Public
(illegible)
My Commission Expires March 31, 1987

Filed Nov. 12, 1986 9AM

OF

CERTIFICATE OF INCORPORATION

OF

ROARING CREEK COAL COMPANY

           Roaring Creek Coal Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           FIRST: That the sole Director of said corporation, by written consent, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:

           RESOLVED: That this Board proposes and declares advisable that the Corporation’s Certificate of Incorporation be amended by adding an Article numbered “NINTH” which Article shall be and read as follows:

           NINTH”. To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article shall not result in any liability for a director with respect to any action or omission occurring prior to such repeal or modification.

           SECOND: That in lieu of a meeting and the vote of the sole stockholder, the stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

           THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

           IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by David George Ball, as Vice President, and attested by Raymond J. Cooke, its Assistant Secretary, this 30th day of October, 1986. Roaring Creek Coal Company

s/David George Ball
David George Ball
Vice President

ATTEST:

By: s/Raymond J. Cooke
       Raymond J. Cooke
       Assistant Secretary

EX-3

Exhibit 3.64(b)

AMENDED AND RESTATED BYLAWS

OF

ROARING CREEK COAL COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.65(a)

ARTICLES OF ORGANIZATION

FOR

RP TERMINAL, LLC

           The undersigned person forms a Kentucky limited liability company pursuant to the Kentucky Limited Liability Company Act, KRS Chapter 275, as follows:

           1.     The name of the limited liability company (the "Company") shall be RP Terminal, LLC.

           2.     The street address of the Company's initial registered office shall be 1511 Kentucky Home Life Building, Louisville, Kentucky 40202. The name of the Company's initial registered agent at that office shall be CT Corporation System.

           3.     The mailing address of the initial principal office of the Company shall be 1500 North Big Run Road, Ashland, Kentucky 41102.

           4.     The Company has one or more members.

           5.     The Company is to be managed by its manager.

           6.     The Company does not have a specific date of dissolution. The Company shall dissolve as provided in the Kentucky Limited Liability Company Act and the Company's operating agreement.

/s/ Daniel L. Kesten
Daniel L. Kesten, Organizer

EX-3

Exhibit 3.65(b)

OPERATING AGREEMENT
FOR
RP TERMINAL, LLC

          This is an Operating Agreement, dated as of June 2, 1999, between West Virginia-Indiana Coal Holding Company, Inc., a Delaware Corporation ("West Virginia-Indiana") and any Person who subsequently becomes a member of the Company, as reflected on any Amendment to Annex A to this Agreement (each a "Member" and collectively, the "Members").

ARTICLE 1 - Formation

          West Virginia-Indiana hereby forms a limited liability company (the "Company") pursuant to the Kentucky Limited Liability Company Act, effective as of the filing of the Company's Articles of Organization with the Kentucky Secretary of State. West Virginia-Indiana hereby ratifies and approves the filing of the Company's Articles of Organization, the receipt of the form of which West Virginia-Indiana hereby acknowledges. West Virginia-Indiana hereby acknowledges that it was a Member of the Company effective as of the time of the filing of the Company's Articles of Organization. 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 Board of Directors, the officers and the Members shall be as provided in the Act, except as modified by this Agreement. The Company shall also be qualified to do business in such other states as the Board of Directors from time to time deems appropriate.

ARTICLE 2 - Name

          The business of the Company shall be conducted under the name "RP Terminal, 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.

          "Active Member" shall mean a Member that is entitled to participate in the management or administration of the Company or to vote for members of the Board of Directors.

          "Affiliate" shall mean, with respect to a specific Person: (i) any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under the control of the specified Person; (ii) any other Person of which the specified Person is a general 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 specified Person has a beneficial interest or as to which the specified Person serves as a trustee or in another fiduciary capacity; and (iv) any spouse, parent, child, brother or sister of the 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 Operating 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 one hundred twenty (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 ninety (90) 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 ninety (90) days after the expiration of any stay, the appointment is not vacated.

          "Board of Directors" shall mean the Company's Board of Directors as provided for in Article 14.

          "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.

          "Disability" shall mean an individual's inability (as determined by a physician appointed by the Company) due to accident or physical or mental illness, to adequately and fully perform the duties that the individual was performing for the Company when the disability began. If at any time the physician appointed by the Company makes a determination with respect to an individual's disability, that determination shall be final, conclusive, and binding upon the Company, the individual suffering the Disability, and their successors in interest.

          "Incapacity" or "Incapacitated" shall mean the adjudicated incompetency or death of an individual Member, or dissolution of the entity comprising any Member, and shall also include the death of an individual Member when that Member has transferred all or any part of such Member's Interest to an entity with an extended life (e.g., corporation or trust).

          "Interest" shall mean the entire ownership interest (which may be expressed as a percentage) of a Member in the Company, including the rights and obligations of the Member under this Agreement and the Act.

           "Manager" shall mean the Board of Directors.

          "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 business which the Board of Directors deems reasonably necessary or appropriate.

          "Participating Percentage" shall mean, with respect to a particular Member, the number of units of membership in the Company owned by such Member, divided by the aggregate number of issued and outstanding units of membership in the Company, adjusted as required by this Agreement. 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.

          "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.

          "Revocable Declaration of Trust" shall mean a trust of which a Member is the grantor and has the power to revoke.

ARTICLE 4 - Business of the Company

          The business the Company shall be authorized to conduct shall be any and all activities that limited liability companies are authorized to conduct under the laws of the Commonwealth of Kentucky.

ARTICLE 5 - The Members

          5.1 Initial Member. The name and business address of the initial Member are set forth on Annex A.

          5.2 Additional Members. The Company may admit additional Members from time to time by decision of the Board of Directors, upon the terms and for the consideration determined by the Board of Directors. 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 Member to be bound by the terms of this Agreement.

          5.3 No Liability of Members. No Member shall have personal liability for the obligations or liabilities of the Company. Except as otherwise specifically provided in this Agreement, no Member, after his admission to the Company, shall be obligated to contribute 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 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.

          5.5 Fiduciary Duties of Members. Each of the Members shall have a fiduciary duty of good faith, loyalty and fair dealing towards the Company and the other Members. Nothing in this Paragraph 5.5 shall be interpreted or applied to alter the explicit terms of this Agreement or the Act, including without limitation, the limitations set forth in this Agreement and the Act on a Member's obligation to contribute towards the liabilities of the Company or other Members.

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 Member shall make the initial Capital Contribution set forth on Annex A.

          8.2 Additional Contributions. The Members shall make additional Capital Contributions at such times and in such amounts as may be agreed upon by Members holding a majority of the then-Participating Percentages. Annex A shall be amended to reflect any additional Capital Contributions.

          8.3 Member Loans. Upon call from the Board of Directors, and approval by Members having at least seventy-five percent (75%) of the Participating Percentages, each of the Members shall be obligated to make loans to the Company to fund operating and development costs. The loans shall be made at the prime rate as published from time to time in The Wall Street Journal, adjusted quarterly, with interest and principal payable upon the dissolution and winding up of the Company, or at such earlier date as agreed upon by the Members out of Net Cash Flow. The Members shall be obligated to make such loans pro rata in accordance with their Participating Percentages, or otherwise as agreed upon by the Members. All loans shall be made within ten (10) days after election by the Members to require such loans, or at such other time as is specified by the Members making such election.

          8.4 Interest on Capital. No Member shall be paid interest on any Capital Contribution.

          8.5 Withdrawal and Return of Capital. Except as expressly provided in this Agreement no Member shall be entitled to withdraw any part of such Member's Capital Contributions, or to receive any distribution from the Company.

ARTICLE 9 - Distributions to the Members

          Unless otherwise determined by the Board of Directors, the Company's Net Cash Flow shall be retained by the Company for reinvestment in the Company's business.

ARTICLE 10 - Books of Account, Records and Reports

          10.1 Responsibility for Books of Account and Records. Proper and complete books of account and records shall be kept by the Company's Treasurer 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. The Company's books of account and records shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall be kept on the accrual basis, except in circumstances in which the Board of Directors 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.

          10.2 Reports to the Members. As soon as practicable in the particular case, the Company's Treasurer 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; and

                     (b) Other information as, in the judgment of the Board of Directors, shall be reasonably necessary for the Members to be advised of the results of the Company's operations.

          10.3 Additional Reports. The Company's Treasurer 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 11 - Fiscal Year

          The fiscal year of the Company shall end on December 31 of each year.

ARTICLE 12 - 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 Board of Directors. All withdrawals from any such bank account(s) shall be made by the Board of Directors. 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 13 - Management of the Company

          13.1 Rights and Duties of the Board of Directors.

                     (a) The business and affairs of the Company shall be managed by its Board of Directors. The Board of Directors shall constitute the "manager" of the Company as contemplated under the Act. Except for situations in which the approval of the Members is expressly required in this Agreement or by nonwaivable provisions of the Act, all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors.

                     (b) The initial Board of Directors shall consist of one director. The exact number of the Company's directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of Members holding a majority of the then-Participating Percentages. Directors shall be elected at the first annual Members' meeting and at each annual meeting thereafter. A decrease in the number of directors shall not shorten an incumbent director's term. The term of a director elected to fill a vacancy shall expire at the next Members' meeting at which directors are elected. Despite the expiration of a director's term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

                     (c) A director may resign at any time by delivering written notice to the Board of Directors, the Chairman, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director shall be deemed to have resigned effective upon the adjudicated incompetency or Disability of such director.

                     (d) The Members holding a majority of the then-Participating Percentages may remove one or more directors with or without cause. A director shall be removed by the Members only at a meeting called for the purpose of removing him and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

                     (e) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, then (i) Members holding a majority of the then-Participating Percentages may fill the vacancy, (ii) the Board of Directors may fill the vacancy if there is a quorum, or (iii) if the directors remaining in office constitute fewer than a quorum of the Board of Directors, then they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

                     (f) Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be called by the Chairman of the Board or any director. Notice of the time and place of each special meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight (48) hours before the time of the meeting, or (ii) mailed to each director at his last known address at least ninety-six (96) hours before the time of the meeting. In each case the person calling a meeting shall be responsible for providing notice. Notice may be waived by a director in writing. A director's attendance at or participation in a meeting shall waive any required notice to him of the meeting. No action may be taken at a meeting of the Board of Directors where proper notice has not been given or waived. Actions of the Board of Directors may be taken in lieu of a meeting by written action signed by directors constituting a quorum of the Board of Directors.

                     (g) The Board of Directors may hold regular or special meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

                     (h) A quorum of the Board of Directors shall consist of a majority of the directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, which shall be prerequisite to the taking of any action by the Board of Directors at a meeting, then the affirmative vote of a majority of directors present shall be the act of the Board of Directors. A director who is present at a meeting of the Board of Directors when action is taken shall be deemed to have assented to the action taken unless (i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting, (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken. Actions of the Board of Directors may be taken in lieu of a meeting by written action signed by directors constituting a quorum of the Board of Directors.

                     (i) The Board of Directors may fix the compensation of directors.

                     (j) The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have one or more members, who serve at the pleasure of the Board of Directors. The provisions of this Paragraph 13.1, which govern meetings, quorum and voting requirements of the Board of Directors, shall apply to committees and their members as well. To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors under this Paragraph 13.1.

                     (k) (i) A director shall discharge his duties as a director, including his duties as a member of a committee:

                                           (A) In good faith;

                                           (B) On an informed basis; and

                                           (C) In a manner he honestly believes to be in the best interests of the Company.

                                (ii) A director shall be considered to discharge his duties on an informed basis if he makes, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, inquiry into the business and affairs of the Company, or into a particular action to be taken or decision to be made.

                                (iii) In discharging his duties a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

                                           (A) One or more officers or employees of the Company whom the director honestly believes to be reliable and competent in the matters presented;

                                           (B) Legal counsel, public accountants, or other persons as to matters the director honestly believes are within the person's professional or expert competence; or

                                           (C) A committee of the Board of Directors of which he is not a member, if the director honestly believes the committee merits confidence.

                                (iv) A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by Paragraph 13.1(k)(iii) unwarranted.

                                (v) Any action taken as a director, or any failure to take any action as a director, shall not be the basis for monetary damages or injunctive relief unless:

                                           (A) The director has breached or failed to perform the duties of the director's office in compliance with this Paragraph 13.1; and

                                           (B) In the case of an action for monetary damages, the breach or failure to perform constitutes willful misconduct or wanton or reckless disregard for the best interests of the Company and its Members.

                                (vi) A person bringing an action for monetary damages under this paragraph shall have the burden of proving by clear and convincing evidence the provisions of Paragraph 13.1(k)(v)(A) and (B), and the burden of proving that the breach or failure to perform was the legal cause of damages suffered by the Company.

                     (l) (i) A conflict of interest transaction shall be a transaction with the Company in which a director of the Company has a direct or indirect interest. A conflict of interest transaction shall not be voidable by the Company solely because of the director's interest in the transaction if any one of the following is true:

                                           (A) The material facts of the transaction and the director's interest were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved or ratified the transaction;

                                           (B) The material facts of the transaction and the director's interest were disclosed or known to the Members entitled to vote and they authorized, approved or ratified the transaction; or

                                           (C) The transaction was fair to the Company.

                                (ii) For purposes of this Paragraph 13.1, a director of the Company shall have an indirect interest in a transaction if:

                                           (A) Another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction; or

                                           (B) Another entity of which he is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Board of Directors.

                                (iii) For purposes of Paragraph 13.1(l)(i)(A), a conflict of interest transaction shall be considered authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the Board of Directors (or on the committee) who have no direct or indirect interest in the transaction. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum shall be present for the purpose of taking action under this Paragraph 13.1. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction shall not affect the validity of any action taken under Paragraph 13.1(l)(i)(A) if the transaction is otherwise authorized approved, or ratified as provided in Paragraph 13.1(l)(i)(A).

                                (iv) For purposes of Paragraph 13.1(l)(i)(B), a conflict of interest transaction shall be considered authorized, approved, or ratified if it receives the vote of Members holding a majority of the then-Participating Percentages entitled to vote on the transaction. Interests owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and interests owned by or voted under the control of an entity described in Paragraph 13.1(l)(ii)(A), may not be counted in a vote of the Members to determine whether to authorize, approve or ratify a conflict of interest transaction under Paragraph 13.1(l)(i)(B). Members holding a majority of the then-Participating Percentages that are entitled to be counted in a vote under this paragraph shall constitute a quorum for the purpose of taking action under this paragraph.

                     (m) The following person shall serve on the initial Board of Directors: James Campbell.

                     (n) The Board of Directors shall appoint from among their members a Chairman who shall preside at meetings of the Board of Directors and have such other powers and duties as the Board of Directors may assign to him. The initial Chairman shall be James Campbell.

                     (o) The Board of Directors shall not have the authority without the approval of the Members holding a majority of the then-Participating Percentages to undertake the following:

                                (i) Causing the Company to sell all or substantially all of its assets;

                                (ii) Causing the Company to enter into any merger, consolidation, joint venture or similar transaction with any Person;

                                (iii) Increasing the number of authorized units of membership; or

                                (iv) Making, altering, amending or rescinding this Agreement or the Company's Certificate of Formation, provided that any amendment or alteration materially affecting the economic rights or obligations of a Member shall require the consent of such Member.

          13.2 Officers.

                     (a) The Company shall have a President, a Secretary and a Treasurer, all of whom shall be appointed by the Board of Directors, and who shall serve at the pleasure of the Board of Directors. The Company may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

                                (i) The President shall perform the duties of the Chairman in his absence. The President shall also have:

                                           (A) General charge and authority over the business of the Company, subject to the direction of the Board of Directors;

                                           (B) Authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and

                                           (C) Such other powers and duties as the Board of Directors or the Chairman may assign to him.

                                (ii) The Secretary shall:

                                           (A) Issue notices of all meetings for which notice is required to be given;

                                           (B) Have responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the Company;

                                           (C) Have charge of the Company's record books;

                                           (D) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and

                                           (E) Have such other duties and powers as the Board of Directors or the Chairman may assign to him.

                                (iii) The Treasurer shall:

                                           (A) Keep adequate and correct accounts of the Company's affairs and transactions;

                                           (B) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and

                                           (C) Have such other duties and powers as the Board of Directors or the Chairman may assign.

                                (iv) Other officers and agents of the Company shall have such authority and perform such duties in the management of the Company as the Board of Directors or the Chairman may assign to them.

                                (v) The initial officers of the Company shall be as follows:

James Campbell
William H. Haselhoff President
Secretary/Treasurer

          13.3 Members.

                     (a) No Member shall have the power or authority to bind the Company unless the Member has been authorized in writing by an authorized officer of the Company to act as an agent of the Company.

                     (b) Annual Meetings of the Members shall be held at least annually at a time and place set by the Chairman. Special meetings of the Members may be called by the Chairman or any Member or Members holding thirty percent (30%) of the Participating Percentages upon at least ten (10) calendar days' prior written notice to the Members. The notice for a special meeting shall state the purpose or purposes of such meeting and shall provide 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. Only business within the purpose or purposes described in the notice of a special meeting may be conducted at such meeting. A Member may waive any notice required by this Agreement before or after the date and time stated in the notice. The waiver shall be in writing, and be delivered to the Company for inclusion in the minutes or filing with the Company's records. Attendance at a meeting shall constitute a waiver of any objection as to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

                     (c) Actions by the Members at a meeting shall be taken by the affirmative vote of Members owning a majority of the then-Participating Percentages, unless otherwise provided in this Agreement. Actions of the Members may be taken in lieu of a meeting by written action signed by Members owning a majority of the then-Participating Percentages.

                     (d) Meetings may be held by any means of communication by which all Members participating may simultaneously hear each other during this meeting.

          13.4 Indemnification. Each person who is or becomes an officer, director or Member of the Company shall be indemnified and advanced expenses by the Company with respect to all threatened, pending or completed actions, suits or proceedings in which that person was, is, or is threatened to be made a named defendant or respondent because he is or was a director, officer or Member of the Company. This Paragraph 13.4 obligates the Company to indemnify and advance expenses to its officers, directors and Members only in connection with proceedings arising from that person's conduct in his official capacity with the Company to the extent permitted by KRS 275.180, as amended from time to time (the "Indemnification Statutes"), if for purposes of those Indemnification Statutes, the Company were included within the definition of "corporation" under those Indemnification Statutes. The indemnification and advancement of expenses provided by this Paragraph 13.4 shall not be deemed exclusive of any other rights to which directors, officers and Members may be entitled under any agreement, vote of Members or disinterested directors, or otherwise.

          13.5 Limitation of Director Liability.

                     (a) Except as provided in Paragraph 13.5(b), no director of the Company shall have any personal liability to the Company or its Members for monetary damages for breach of his duties as a director.

                     (b) Nothing in Paragraph 13.5(a) shall be deemed or construed to eliminate or limit the liability of directors for:

                                (i) Any transaction in which the director's personal financial interest is in conflict with the financial interests of the Company or its Members;

                                (ii) Acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

                                (iii) Any vote for or assent to an unlawful distribution to Members which is prohibited under DGCL §18-607 (or under any corresponding provision of the Act, as amended from time to time); or

                                (iv) Any transaction from which the director derived an improper personal benefit.

          13.6 Fiduciary Duties. Each director and officer of the Company shall have a fiduciary duty of good faith, loyalty and fair dealing towards the Company and its Members.

ARTICLE 14 - Transfer of Interests

          14.1 Incapacity. After a Member becomes Incapacitated, such Member's Representative shall give the Company and the other Members and irrevocable option to purchase the Incapacitated Member's Interest pursuant to Paragraph 14.2(b), as if the Incapacitated Member were an Inactive Member. The Company shall not be required to redeem an Incapacitated Member's Interest if the remaining Members elect to dissolve the Company. If the remaining Members do not either acquire the Interest of the Member who has suffered an Incapacity or elect to dissolve the Company, then the Representative of such Member shall have the right to act in place of such Member, and, if the incapacity was the death of the Member, such Member's Interest may be transferred by will or intestacy free from any restrictions in this Article 14, so long as the transferee of such Interest agrees in writing to be bound by the terms of this Agreement.

          14.2 Bankruptcy.

                     (a) Upon the Bankruptcy of any Member, that Member ("Inactive Member") or such Inactive Member's Representative shall cease to have any voice in the conduct of the affairs of the Company (including, without limitation, electing members of the Board of Directors), and all acts, consents and decisions with respect to the Company shall thereafter be made by the other Members. The Inactive Member shall, nonetheless, remain liable for such Member's share of any contributions or loans to the Company as provided herein, and shall be entitled to receive such Member's share of any distribution. If the Company and the other Members do not elect to purchase the Inactive Member's Interest pursuant to this Paragraph 14.2(a), then the Inactive Member shall remain as such in accordance with this Paragraph 14.2(a).

                     (b) For one hundred eighty (180) days from and after the date a Member becomes an Inactive Member, the Company and the other Members shall have an irrevocable option to purchase the Inactive Member's Interest. The Company shall have the first option to purchase the Inactive Member's Interest. If the Company does not elect to exercise its option, then the Members shall have the right to purchase such Interest (in proportion to their Participating Percentages if more than one Member elects to exercise such option). If the Company or the other Members elect to purchase the Inactive Member's Interest, such party shall notify the Inactive Member or such Inactive Member's Representative of such party's intention to do so within said 180-day period, and the Inactive Member's Interest shall be purchased by the Company, or the other Members in proportion to their respective Participating Percentages at that time or in such other proportion as the other Members may mutually agree. The purchase price of an Inactive Member's Interest purchased pursuant to this Paragraph 14.2 shall be the Contract Price as defined in Paragraph 14.8, and shall be payable at the time and in the manner specified in Paragraph 14.9.

          14.3 Adjustment of Participating Percentages. To the extent a Member becomes an Inactive Member, a transferee of an Interest is not unanimously approved by the Members as required by Paragraph 14.4, or a Member's Interest is redeemed by the Company, the Participating Percentages of the remaining Members shall be immediately recalculated so that each Active Member's Participating Percentage is increased by a pro rata amount so that the aggregate Participating Percentages of all of the Active Members equals one hundred percent (100%).

          14.4 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 14. The Transfer of an Interest pursuant to Paragraph 14.5, or otherwise, shall not release the assigning Member from such Member's obligations under this Agreement, unless the transferee of such Interest is unanimously approved by the remaining Members as a substituted Member, and the approved assignee assumes in writing the obligations of the assigning Member. The approved Transfer pursuant to this Paragraph 14.4 shall confer upon the assignee the right to become a substituted Member, in the following manner and subject to the following conditions:

                                (i) Each assignment shall be effective as of the day that the non-assigning Members approve of the assignment;

                                (ii) No assignment to a minor or incompetent shall be effective in any respect, except that this limitation shall not apply to a transfer in trust for the benefit of a minor or in custodianship under the Uniform Transfers to Minors Act or similar legislation; and

                                (iii) Each assignee shall agree in writing to be bound by the terms of this Agreement.

                     (b) The transferee of an Interest pursuant to Paragraph 14.5, or otherwise, who is not unanimously approved as a substituted Member pursuant to Paragraph 14.4(a) shall have no right to (i) interfere or participate in the management or administration of the Company's business or affairs, including, without limitation, electing members of the Board of Directors, (ii) request any information on or an accounting of the Company's transactions, or (iii) inspect the Company's books of account or records. Such Transfer merely entitles the transferee 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, and the transferring Member shall remain liable for such Member's obligations, if any, under this Agreement.

          14.5 Transfer; Right of First Refusal.

                     (a) The Transfer of a Member's Interest shall be subject to Paragraphs 14.5(b) and (c). Any Member who attempts to Transfer such Member's Interest in violation of this Agreement, whether by operation of law or otherwise, shall be deemed to have become an Inactive Member and shall further be deemed to have granted the Company the option to purchase such Member's Interest at seventy-five percent (75%) of the Contract Price. The transferee of an Interest shall not be a substituted Member unless the assignment of the Interest is approved pursuant to Paragraph 14.4.

                     (b) THIS PROVISION IS APPLICABLE TO THE SALE OF AN INTEREST TO A THIRD PARTY. If a bona fide offer in writing, signed by the offeror and accompanied by a good certified or bank cashier's check for ten percent (10%) of the price offered as a good faith deposit shall have been made to a Member for the purchase of such Member's Interest (the "Offeree Member"), and such Member desires to accept the offer, then a true copy of such offer shall be forwarded to the Company's non-transferring Members. Such non-transferring Members shall have the right, in proportion to their Participating Percentages, or in such other proportions as they may agree (including through redemption of the Interest by the Company) to be exercised by written notice to such effect within ninety (90) days after receipt of the offer by them, to purchase the Offeree Member's Interest on the same terms and conditions as are contained in the offer. Such notice of acceptance shall set the closing date for the consummation of the transaction, which shall not be for a date beyond ninety (90) days from the mailing of such acceptance by them, or beyond the date of closing in the offer, whichever date is later, and shall also set forth the time and place of closing, which shall be at the Company's principal office, during usual business hours. If the non-transferring Members do not send a notice of acceptance to the Offeree Member within the prescribed time for the purchase of the Offeree Member's entire Interest, or are not ready, willing, and able to consummate the purchase on the closing date, then the Offeree Member shall have the right to sell his Interest to the offeror, provided that such sale is consummated within one hundred eighty (180) days after the date of the receipt of the original bona fide offer by the non-transferring Members, and provided, further, that such sale is made strictly in accordance with the terms of the offer and on no more favorable terms to the offeror.

                     (c) THIS PROVISION IS APPLICABLE TO ALL TRANSFERS OF MEMBERSHIP INTERESTS OTHER THAN THOSE ARISING OUT OF THE SALE OF AN INTEREST TO A THIRD PARTY. Except for Transfers triggered by the right of first refusal provision in Paragraph 14.5(b), any Transfer or proposed Transfer shall create an option in the favor of the non-transferring Members to purchase the Interest Transferred or proposed to be Transferred (the "Transferred Interest"). The non-transferring Members shall have the right, in proportion to their Participating Percentages, or in such other proportions as they may agree (including through redemption of the Transferred Interest), to be exercised by written notice to such effect to the holder of the Transferred Interest within thirty (30) days after receiving notice of a proposed or consummated Transfer, to purchase the Transferred Interest at the Contract Price, payable in cash at the closing. Such notice of acceptance shall set the closing date for the consummation of the transaction, which shall not be for a date beyond ninety (90) days from the mailing of such acceptance by them, and shall also set forth the time and place of closing, which shall be at the Company's principal office during usual business hours. If the non-transferring Members do not send a notice of acceptance to the holder of the Transferred Interest within thirty (30) days after receiving notice of a proposed or consummated Transfer, or are not ready, willing and able to consummate the purchase on the closing date, then the option shall expire. In the event the option shall expire unexercised, the Transfer of the Transferred Interest shall be deemed to be a Transfer in violation of this Agreement, unless unanimously approved by the non-transferring Members.

          14.6 Withdrawal of Members. No Member shall have the power to withdraw from the Company during its term as set forth in Article 7.

          14.7 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.

          14.8 Contract Price.

                     (a) The "Contract Price" shall equal the fair market value of the transferring Member's Interest as of the date of the event triggering the transfer. The fair market value shall be determined within thirty (30) days after the event triggering the transfer by agreement among the Members, or if no agreement can be reached, then by an appraisal (the appraiser shall be selected in accordance with Paragraph 14.8(b)) of the fair market value of the Member's Interest, taking into account the terms of this Agreement and restrictions on such Member's Interest as set forth in this Agreement and the Act.

                     (b) If the appraisal of an Interest is required pursuant to Paragraph 14.8(a), then the parties shall attempt to agree on the selection of an appraiser. If the parties cannot agree on an appraiser, then the Member (or such Member's Representative) whose Interest is being transferred shall select a qualified appraiser and the Company (at the direction of the Board of Directors) shall select a second qualified appraiser. The two appraisers shall then select a third qualified appraiser. The two appraisers selected by the transferring Member and the Company shall prepare appraisals of the fair market value, and shall present those appraisals to the third appraiser. The third appraiser acts as an arbitrator and determines the fair market value by selecting either (i) one of the two appraisals presented, or (ii) a value between the two appraisals presented. If the Members use one appraiser, then the cost of the appraiser shall be split between the transferring Member and the Company. If the Members use three appraisers, then: (A) the cost of the appraiser selected by the transferring Member and one-half of the cost of the third appraiser shall be borne by the transferring Member; and (B) the cost of the appraiser selected by the Company and one-half of the cost of the third appraiser shall be borne by the Company. The decision of the appraiser or appraisers shall be final and binding upon the Members and the Company.

          14.9 Time and Manner of Payment.

                     (a) Any Interest transferred to the Company or the other Members pursuant to this Article 14 (other than pursuant to Paragraph 14.5(b)) shall be paid for, at the purchaser's option, either (i) all in cash at the time the Interest is transferred, or (ii) by a down payment computed in accordance with Paragraph 14.9(b) and delivery of a promissory note signed by the purchaser(s) for the balance of the Contract Price. The closing on the transfer of any Interest shall occur within ninety (90) days after determination of the Contract Price, unless otherwise specified herein or in that option or offer.

                     (b) If the purchaser(s) elect(s) the second option in Paragraph 14.9(a), then such purchaser(s) shall pay as a down payment twenty percent (20%) of the Contract Price. The remaining unpaid portion of the Contract Price shall be represented by a promissory note of such purchaser(s), in such form as shall be acceptable to the transferring Member, and providing for four equal annual installments of the remaining unpaid portion of the Contract Price, with each installment due on the anniversary of the transfer of the Interest. That promissory note shall provide for the payment of interest with each payment of principal on the unpaid portion of that promissory note from time to time, at the prime rate as published in The Wall Street Journal, from time to time, adjusted each January 1 and July 1, compounded semi-annually. The promissory note shall be secured by a perfected pledge of the Transferred Interest, pursuant to the terms of a pledge agreement in a form reasonably satisfactory to the transferring Member.

           14.10 Rights of a Withdrawn or Disassociated Member. The rights and obligations of a withdrawn or disassociated Member under this Article 14 are in lieu of any rights that such Member might have under the Act.

ARTICLE 15 - Dissolution of the Company

          The happening of any one of the following events, as provided below, shall cause a dissolution of the Company:

          15.1 Subject to winding up and termination of the Company pursuant to Article 16, the sale or other disposition of all or substantially all of the assets of the Company; or

          15.2 Subject to winding up and termination of the Company pursuant to Article 16, the written consent of Members owning seventy-five percent (75%) or more of the then-Participating Percentages authorizing the dissolution of the Company.

          Except as provided in this Article 15, no withdrawal or 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 16 - Winding Up; Liquidating Distributions; Termination

          16.1 Winding Up.

                     (a) In the event of the dissolution of the Company for any reason, then the Board of Directors shall commence to wind up the affairs of the Company and to liquidate the Company's assets. The Board of Directors 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 Members and distributed in a manner that equalizes the adjusted basis of such assets, as reflected on the Company's books, received by each Member. Fair market value shall be used for purposes of determining the amount of any distribution to a Member pursuant to Paragraph 16.2.

                     (b) If the Board of Directors is 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 Members, or, if no appraiser can be agreed upon by the Members, then selected by the Company's regularly employed accounting firm.

          16.2 Liquidating Distributions. Subject to the right of the Members 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 for any unpaid distributions; and

                     (c) The Members in accordance with their Participating Percentages.

          16.3 Rights of the Members. Each Member shall look solely to the Company's assets for all distributions with respect to the Company, his Capital Contribution (including the return thereof), and share of profits, and shall have no recourse therefor (upon dissolution or otherwise) against any other Member.

          16.4 Termination. Upon complete liquidation of the Company and distribution of all Company funds, the Company shall terminate.

ARTICLE 17 - - Miscellaneous

          17.1 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 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 may specify a different address by notifying the other Members and the Company in writing of the different address.

          17.2 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 or application of its conflict of laws principles.

          17.3 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 this Agreement, and their legal representatives, heirs, administrators, executors, successors and permitted assigns.

          17.4 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.

          17.5 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 into this Agreement by this reference and expressly made a part of this Agreement.

          17.6 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.

          17.7 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.

          17.8 Certificates. Interests in the Company shall not be evidenced by certificates.

          17.9 Enforcement. In the event of a breach or threatened breach by a Member 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 under this Agreement or otherwise. Each Member 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 to enforce the terms and provisions of this Agreement if the Company is successful in whole or in part in such proceeding.

          17.10 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.

          17.11 No Waiver. No waiver by any party to this Agreement 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 of this Agreement at the same or any prior or subsequent time.

           17.12 Amendments. Any amendments to this Agreement or the Articles of Organization must be in writing.

          17.13 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.

          17.14 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which will constitute one and the same instrument.

          17.15 Partition. The Members agree that the Company's assets are not and will not be suitable for partition. Accordingly, each of the Members irrevocably waives any and all right such Member may have to maintain any action for partition of any of the Company's assets. No Member shall have any right to any specific assets of the Company upon the liquidation of, or any distribution from, the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

          IN WITNESS WHEREOF, West Virginia-Indiana has caused its duly authorized representative to execute this Agreement, effective as of the date first set forth above.

WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC.


/s/ William H. Haselhoff
William H. Haselhoff, Secretary/Treasury

ANNEX A TO OPERATING AGREEMENT

     Member Name                 Capital         Participating
     and Address               Contribution        Percentage          Units
     -----------               ------------        ----------          -----

West Virginia-Indiana Coal        $1,000              100%             1,000
Holding Company, Inc.
1500 North Big Run Road
Ashland, Kentucky  41102

EX-3

Exhibit 3.66

(SKYLINE COAL CORPORATION)

PARTNERSHIP AGREEMENT

dated

as of January 1, 1988

between

ROARING CREEK COAL COMPANY

and

GRASSY COVE COAL MINING COMPANY

PARTNERSHIP AGREEMENT

           THIS AGREEMENT, dated as of January 1, 1988, by and between Roaring Creek Coal Company, a Delaware corporation and a wholly-owned subsidiary of AMAX Inc. ("Roaring Creek"), and Grassy Cove Coal Mining Company, a Delaware corporation and an indirect wholly-owned subsidiary of Petrofina S.A. ("Grassy Cove").

WITNESSETH:

           WHEREAS, Roaring Creek and Grassy Cove and their respective Affiliates are the joint owners of certain properties, equipment and operations for the production of coal in the State of Tennessee (the "Skyline Operations"); and

           WHEREAS, the parties hereto have entered into this Agreement to form a partnership to conduct certain business related to the Skyline Operations.

           NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

ARTICLE I

Definitions

           Section 1.1. Definitions. As used in this Agreement terms defined above have the meanings set forth above and the following terms have the following meanings:

           "Accounting Procedure" means the Accounting Procedure attached as Exhibit A.

           "Act" means the Uniform Partnership Act of the State of New York, as amended from time to time, and any successor statutes.

           "Act of the Partners" means an act taken by the Executive Committee of the Partnership in accordance with Section 5.2.

           "Affiliate" of any Partner means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is in common control with, a Partner and for purposes of Section 11.2 specifically includes any joint venture or partnership in which such Partner has an interest of at least 50 percent. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to elect a majority of the Board of Directors or other governing body or to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

           "Agreement" means this Partnership Agreement, as amended from time to time, together with the Exhibits hereto.

           "Appalachia" means the area encompassed by and including Pennsylvania, West Virginia, Eastern Kentucky (as generally understood in the coal industry), Tennessee, Maryland, Ohio, Virginia and Alabama, U.S.A.

           "Budget" for any Year means a plan in reasonable detail, including dates and places, of Operations carrying out the purposes of the Partnership to be conducted during such Year, together with such forecasts or projections as to Operations for subsequent periods as may be appropriate and a detailed estimate of all costs to be incurred by the Partnership during or with respect to such Year and other cash items with respect to the plan of Operation for such period, and shall include items setting forth anticipated revenue, any reserve for contingencies and itemized expenditures for capital Items, and a schedule of the estimated time of expenditures and receipt of revenue.

           "Business Day" means any day other than a day on which banks in New York City are closed.

           "Coal Property" means any fee, surface or mineral estate in Appalachia purchased, leased or then held, by a Partner or any Affiliate with the primary intention of exploring for or developing or recovering coal, or any property or interest in Appalachia with respect to which any Partner or an Affiliate is then actually exploring or developing or recovering coal.

           "Code" mans the Internal Revenue Code of 1986, as amended.

           "Executive Committee" means the Executive Committee of the Partnerships established under Article V.

           "Major Partner" means a partner having (together with its affiliates) a Partnership Interest at least equal to 25 percent.

           "Management Services Agreement" means the Management Services Agreement dated as of the date hereof between the Partnership and FINAMAX, as amended from time to time, or any replacement management services agreement with any manager.

           "Net Losses" means the excess of partnership expenses over partnership revenues as periodically determined on an accrual basis in accordance with generally accepted accounting principles.

           "Net Profits" means the excess of partnership revenues over partnership expenses as periodically determined on an accrual basis in accordance with generally accepted accounting principles.

           "Operations" means the activities of the Partnership implementing the purposes set forth in Section 2.4.

           "Partner" means Roaring Creek or Grassy Cove and "Partners" means both Roaring Creek and Grassy Cove and in each case includes any successor of either or both.

           "Partnership Item" has the meaning set forth in Section 623i (a)(7) of the Code or any successor provision.

           "Partnership" means the Partnership between the Partners established by this Agreement.

           "Partnership Interest" has the meaning set forth in Section 2.6.

           "Prime Rate" means the rate of interest publicly announced from time to time in New York City by Bank of America as its prime rate.

           "Tax Matters Partner" has the meaning set forth in Section 623i (a)(7) of the Code or any successor provisions.

           All references to money in this Agreement are references to amounts in United States Dollars.

ARTICLE II

The Partnership

           Section 2.1. Establishment of Partnership. Roaring Creek and Grassy Cove hereby enter into and form a general partnership under the Act for purposes set forth in this Article II. The rights and obligations of the Partners and the administration of the Partnership will be governed by the terms of this Agreement. The existence and business of the Partnership shall not be affected by the withdrawal of any Partner and the parties shall continue as partners of a partnership under this Agreement until the Partnership terminates pursuant to Article X hereof.

           Section 2.2. Name. The name of the Partnership shall be Skyline Coal Corporation. The name may be changed by agreement of all the Partners. The Partners shall execute and cause to be filed any assumed or fictitious name certificates required to be filed in connection with the formation and activities of the partnership.

           Section 2.3. Offices. The principal place of business of the Partnership shall be at such location as the Executive Committee shall select. The Partnership shall also maintain offices at such other locations as the Executive Committee may from time to time select.

           Section 2.4. Purposes and Certain Powers. The purposes of the Partnership shall be:

           (a) purchasing and selling coal, whether for its own account or for the account of others;

           (b) conducting exploration and mining activities on its behalf or for other coal producers and purchasers;

           (c) identifying and evaluating new properties for the Tennessee Operations and new business opportunities for the Partnership;

           (d) purchasing equipment and facilities for its own use or for lease or sublease to contractors who bind themselves to contracts with the Partnership;

           (e) contracting with contractors or contract miners for performance of mining work;

           (f) acquiring coal properties for development and mining; and

           (g) engaging in activities necessary, appropriate or incidental to any of the foregoing purposes.

The Partnership shall have the power to do any act and thing and to enter into any contract incidental to, or necessary proper, desirable or advisable for, the accomplishment or attainment of any purpose of the Partnership set forth in this Agreement.

           Section 2.5. Scope of Partner's Authority. Except as otherwise specifically provided in this Agreement or agreed to in writing by all of the Partners, no Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, or to bind, any other Partner or the Partnership. Each Partner shall indemnify and hold harmless each other Partner and its directors, officers, employees and representatives, from and against any and all losses, claims, damages and liabilities arising out of any act of or any assumption of any obligation or responsibility by any such Partner or any of its directors, officers, employees or representatives, done or undertaken or apparently done or undertaken on behalf of such other Partner, other than pursuant to and in accordance with the authorization granted herein or by further express agreement of the Partners.

           Section 2.6. Partnership Interests. Each Partner's initial percentage interest in the Partnership and the Net Profits and Net Losses of the Partnership (the "Partnership Interest") shall be 50 percent, and thereafter shall be subject to adjustment by agreement of the Partners or by assignment, sale or transfer as herein provided.

           Section 2.7. Competition. Nothing in this Agreement shall prevent a Partner at any time and without notice to or agreement by the other Partner or other Partnership from engaging in any business activities of any character which are neither conducted in, nor conducted with respect to property located in, Appalachia, whether or not the Partnership is then doing business outside Appalachia, or from engaging in any business activities conducted in, or with respect to property located in, Appalachia, which are not related to the coal business in Appalachia.

ARTICLE III

Representations and Warranties

           Section 3.1. Representations and Warranties of Roaring Creek. Roaring Creek represents and warrants to Grassy Cove that:

           (a) Roaring Creek is a corporation duly incorporated and in good standing in Delaware.

           (b) Roaring Creek has full power and authority to enter into and perform this Agreement and, as a Partner of the Partnership, to execute and deliver the Management Services Agreement and the execution, delivery and performance of this Agreement and all transactions contemplated hereby and, as a Partner of the Partnership, the execution and delivery of the Management Services Agreement have been duly authorized and approved by all necessary action of its Board of Directors and this Agreement is the value and binding agreement of Roaring Creek and the Management Services Agreement are each valid and binding agreements of it as a Partner in the Partnership; and

           (c) the execution, delivery and performance by Roaring Creek of this Agreement and, as a Partner of the Partnership, the Management Services Agreement do not and will not conflict with or constitute a violation of any judgment, order, decree, other agreement or arrangement to which Roaring Creek or any Affiliate thereof is a party or by which any of them is bound or require the approval, consent or authorization of any Federal, State or local authority.

           Section 3.2. Representations and Warranties of Grassy Cove. Grassy Cove represents and warrants to Roaring Creek that:

           (a) Grassy Cove is a corporation duly incorporated and in good standing in Delaware.

           (b) Grassy Cove has full power and authority to enter into and perform this Agreement and, as a Partner of the Partnership, to execute and deliver the Management Services Agreement and the execution, delivery and performance of this Agreement and all transactions contemplated hereby and, as a Partner of the Partnership, the execution and delivery of the Management Services Agreement have been duly authorized and approved by all necessary action of its Board of Directors and this Agreement is the value and binding agreement of Grassy Cove and the Management Services Agreement are each valid and binding agreements of it as a Partner in the Partnership; and

           (c) the execution, delivery and performance by Grassy Cove of this Agreement and, as a Partner of the Partnership, the Management Services Agreement do not and will not conflict with or constitute a violation of any judgment, order, decree, other agreement or arrangement to which Grassy Cove or any Affiliate thereof is a party or by which any of them is bound or require the approval, consent or authorization of any Federal, State or local authority.

ARTICLE IV

Contributions

           Section 4.1. Initial Contributions. Roaring Creek and Grassy Cove hereby each contribute to the capital of the Partnership their respective interests in certain mining equipment, real estate, other assets, and liabilities as are conveyed by bills of sale and assignments to the Partnership dated this same date, and the benefits of all coal sales and brokerage efforts with respect to Appalachian coal and any resulting goodwill, directly or indirectly, developed by Roaring Creek and Grassy Cove or their Affiliates.

           Section 4.2. Cash Contributions for Capital Expenditures and Operating Expenses. The Partners shall from time to time contribute in proportion to their respective Partnership Interests such amounts of cash to the capital of the Partnership as shall be necessary in order to pay amounts contemplated by the Budget.

           Section 4.3. Cash Calls. The Partnership shall determine the cash requirements of the Partnership for the expenditures, business and programs contemplated by the Budget in effect at that time pursuant to Section 5.6 and issue calls to the Partners, from time to time upon at least ten Business Days' notice, for contributions of amounts for the following month from the Partners in proportion to their Partnership Interests. In order to assist the Partners in planning for cash calls, the Partnership shall provide the Partners on or prior to the first day of each calendar month with its estimate of the amount and timing of cash calls from the next three succeeding calendar months, but if necessary the Partnership may make cash calls in excess of those estimated for any month. Each Partner agrees to provide the amounts required by any cash calls issued by the Partnership in accordance with the provisions of this Section 4.3 by the third Business Day prior to the first day of the calendar month for which such amounts are requested. No Partner shall be required to contribute cash or pay expenses in excess of amounts set forth in an approved Budget or later ratified by the Partnership, except for expenditures in excess of the Budget in amounts which do not exceed ten percent of the amount budgeted for any one item; provided, that aggregate excess expenditures do not exceed five percent of the entire Budget and provided, further, no such excess expenditure shall be made for any item as to which a contingency amount is included in the Budget or in excess in the aggregate of any general contingency amount included in the Budget.

           Section 4.4. Interest on Capital Contributions. No interest shall be paid the Partnership on any capital contributed by the Partners to the Partnership.

           Section 4.5. Investment of Contributions. As and when requested by the Executive Committee, the Partnership shall invest its surplus funds in (i) obligations constituting full faith and credit obligations of the United States (ii) deposits in any branch of any commercial bank organized under the laws of the United States or any state thereof having capital and surplus of at least $50 million, or (iii) prime commercial paper of any corporation organized under the laws of the United States or any state thereof or any combination thereof, provided in each case the period of maturity on the date of acquisition of any such obligation, deposit or commercial paper shall not exceed 90 days. The Partnership may also invest in such other investments as shall be approved by the Partners. Any income earned or such investments shall belong to the Partnership.

           Section 4.6. Failure to Make Contributions. If either Partner fails in its obligation to make any payment or contribution of any amount required hereunder to the Partnership, such obligation shall constitute Indebtedness from such Partner to the Partnership and shall bear interest payable to the Partnership from the date any such amount was due until the earlier of the date on which such Partner pays such indebtedness in full or the other Partner elects to make payment as described in the fourth sentence of this Section, at a rate equal to the sum of the Prime rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided, that the rate of interest shall in no event exceed the maximum amount permitted by applicable law. Such interest shall not be treated as a capital contribution by either Partner. In addition, the Partnership may receive reasonable attorneys' fees incurred in recovering the amount of such debt and interest from the defaulting Partner and any other damages suffered as a result of such Failure to make such payment or contribution. In addition to the right of the Partnership to recover such indebtedness and interest, the other Partner may, but shall not be required to, make such payment or contribution (without any interest thereon) to the Partnership on behalf of the defaulting Partner. Any such payment or contribution shall constitute a loan to the defaulting Partner from the Partner and shall bear interest from the date such payment. was made at a rate equal to the sum of the Prime Rate plus four percent (or at such other rate as shall be established by an Act of the Partners), provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law. Such loan shall be payable on demand, together with accrued interest, and may be prepaid, in whole or in part, together with interest accrued on the portion so prepaid, Pat any time without penalty and the Partner making such loan may at any time recover from the defaulting Partner reasonable attorneys' fees and any other damages suffered as a result of the defaulting Partner's failure to make any payment or contribution.

ARTICLE V

Management and Operations

           Section 5.1. Executive Committee. The Partners hereby establish an Executive Committee to approve Budgets and Operations and to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Executive Committee shall consist of three members. Each initial Partner shall have the right to appoint one such member until and unless one of such Partners transfers all or part of its Partnership Interest, and one such member shall be the General Manager of FINAMAX. If all or part of a Partnership Interest is transferred, the transferor and transferee shall agree on the method of selection of the members previously appointed by such transferor, except that each Major Partner shall have the right to appoint at least one such member. Each Partner may appoint one or more alternates to act in the absence of a regular member appointed by it. Any alternate so acting shall be deemed a member. Appointments shall be made or changed by notice to the other Partner.

           Section 5.2. Decision. Each Partner represented on the Executive Committee, acting through its appointed member, shall have one vote per one percent of Partnership Interest on the Executive Committee. As long as each initial Partner (together with its Affiliates) has a Partnership Interest equal to 40 percent or more, all decisions of the Executive Committee shall be by unanimous decision of the initial Partners. At such time as any initial Partner (together with its Affiliates) has a Partnership Interest of less than 40 percent, all decisions shall be adopted by vote of Partners having an aggregate of more than 50 percent of the total Partnership Interests then outstanding; provided that the consent of each initial Partner who is also a Major Partner shall be required in connection with the following matters:

           (i) any decision to take or refrain from taking any action which would cause a material breach or the termination of any material contract by which the Partnership or such Partners are bound;

           (ii) settlement by the Partnership of any legal proceeding or claim against the Partnership involving the payment by the Partnership of any amount in excess of $50,000;

           (iii) approval of any Budget of the Partnership or any material changes thereto or any material agreement to be entered into by the Partnership or any material changes thereto;

           (iv) the appointment of any president, determination of tasks to be done by a president, execution of any agreement with any president or any material amendment to this Agreement or any Contract with a president; and

           (v) any other matter which such Partners agree in writing shall require the consent of each such Partner.

           Section 5.3. Meetings. The Executive Committee shall hold regular meetings as frequently as it determines to be necessary, which shall be called by the Partner designated at the last preceding meeting. Either Partner may call a special meeting upon five Business Days' notice to the other Partner. All meetings shall be held at such location in the United States as may be specified in any notice of a meeting. In case of emergency, reasonable notice of a special meeting shall suffice. There shall be a quorum if one member representing each Partner represented on the Executive Committee is present, Each notice of a special meeting shall specify the matters to be considered at such meeting but any matter may be considered with the consent of all members of the Executive Committee. The minutes of such meeting, which shall be prepared by a Partner designated at such meeting, shall be, when signed by each Major Partner, the official record of the decisions made by the Executive Committee and shall be binding on the Partners. All costs of attending such meetings shall be paid for by the Partners individually.

           Section 5.4. Action Without Meeting. In lieu of meetings, the Executive Committee may hold telephone conferences, so long as all decisions are immediately confirmed in writing by the Partners whose consent was required to make the decision.

           Section 5.5. Matters Requiring Approval. Subject to the provisio in Section 5.2, the Executive Committee shall have exclusive authority to adopt Budgets and to determine all management matters related To the Partnership.

           Section 5.6. Budgets. (a) On or prior to September 1 of each calendar year commencing on or after January 1, 1984, the Partnership shall prepare a proposed Budget for the following calendar year. The proposed Budget shall be considered at a meeting of the Executive Committee held during the last three months of the calendar year. If no budget is approved at such meeting, the Partners shall cause a special meeting of the Executive Committee to be held to consider further and approve a Budget.

           (b) For any period during which no Budget has been duly adopted by the Executive Committee, the Executive Committee shall be deemed to have approved, and, without any further act of any Partner being required, the Partners shall be bound by, a Budget consisting of the following items:

                     (i) for the first calendar year during which no Budget is so approved, expenditures for items other than capital expenditures in amounts equal to the amounts approved in the last Budget duly approved by the Executive Committee without regard to this subsection;

                     (ii) such additional operating or capital expenditure items as the Executive Committee shall unanimously approve; and

                     (iii) such additional expenditures in such amounts and at such times as may be necessary in the reasonable good judgment of any Major Partner in order To avoid any default by the Partnership under any contract or agreement by which the Partnership, whether directly or as agent, is bound.

           (c) Any Budget may be amended at any time by vote of the Executive Committee in accordance with Section 5.2.

           Section 5.7. Interim Budgets. For any period during which no Budget has been duly adopted by the Executive Committee, the Executive Committee shall be deemed to have approved, and, without any further act of any Partner being required, the Partners shall be bound by a Budget consisting of the following items:

           (a) for the calendar year during which no Budget has been adopted, Operations and expenditures for items other than capital expenditures of a type, to the extent and in amounts equal to the amounts approved in the last Budget duly approved by the Executive Committee without regard to this Section;

           (b) such Operations and operating or capital expenditure items as the Executive Committee shall unanimously approve; and

           (c) such Operations and additional operating or capital expenditures in such amounts and at such times as may be necessary in the reasonable good faith judgment of any Major Partner in order to maintain the Operations or to avoid any default by the Partnership or any Partner under any contract or agreement by which they are bound.

           Section 5.8. Officers. The Executive Committee shall have the right to appoint officers for such Partnership offices as it deems necessary, including, but not limited to, the offices of president, vice-president, secretary, and treasurer. Except with respect to the approval of the Budget, the Executive Committee shall have the right to delegate to the Partnership officers such authority and responsibility concerning The management and operation of the Partnership as the Executive Committee deems appropriate. Such delegation of authority to Partnership officers shall be by unanimous resolution adopted by the Executive Committee and set forth in The regular minutes of business. Any third party dealing or contracting with the Partnership through its officers pursuant to a resolution of the Executive Committee shall have the right to rely on the expressed provisions of such resolution without regard to the appropriateness of the act of delegation.

ARTICLE VI

Allocation of Profits and Losses

           Section 6.1. Profits and Losses. Net Profits and Net Losses of the Partnership shall be allocated to the Partners in proportion to their Partnership Interests.

           Section 6.2. Allocation of Distributions Subsequent to Assignment. The Net Profits and Net Losses of the Partnership attributable to any interest in the Partnership acquired by reason of the assignment of the interest or substitution of a Partner with respect to that interest and any distributions made with respect thereto shall be allocated between the assignor and the assignee and set forth in a document delivered to the other Partner and the Manager. If no such agreement between the assignor and the assignee is delivered to the other Partner and the Manager all Net Profits and Net Losses accruing prior to the effective date of such assignment or substitution and all distributions with respect thereto shall be allocated or distributed to the assignor and all other profits, losses and distributions shall be allocated or distributed to the assignee. Such partner and the Manager shall not be liable to the assignor or the assignee as long as allocations and distributions are made in good faith on such basis.

           Section 6.3. Capital Accounts. A capital account shall be maintained for each Partner. A Partner's capital account shall be credited with (i) the amount of cash paid and the fair market value of property contributed to the Partnership as capital contributions and (ii) the share of Partnership income or gains allocable to such account, and shall be debited with (x) the share of Partnership deductions or losses allocable to such account and (y) the amounts of any distributions made to such Partner with respect to such account. The initial capital accounts of the Partners shall be equal. Additionally, a separate capital account shall be maintained for each Partner on the same basis as previously set forth in this Section 6.3 but substituting the tax basis for the fair market value of property contributed to or distributions from the Partnership and basing depreciation calculations on such tax basis.

ARTICLE VII

Accounting

           Section 7.1. Books and Records; Accounting Policies. The books and records of the Partnership shall be maintained on an accrual basis in accordance with United States generally accepted accounting principles and with the Accounting Procedure. Such books and records shall be adequate to permit the preparation of complete financial statements and the filing of tax returns by the Partners and the Partnership.

           Section 7.2. Audit. Unless waived by the Executive Committee, the accounts of the Partnership shall be audited as of the end of each calendar year by Coopers & Lybrand or any other nationally recognized firm of certified public accountants unanimously selected by the Partners. Any Partner shall be entitled (either directly or through any designated representative) at any time during normal business hours and without any need for prior notice to examine and make copies of the books and records of the Partnership.

ARTICLE VIII

Tax Considerations

           Section 8.1. Taxable Year. The Partnership's taxable year shall be the calendar year.

           Section 8.2. Elections. Neither the Partnership nor any Partner shall elect at any time to be excluded from any of the provisions of Subchapter K of the Code. Any other election required or allowed to be made by the Partnership shall be made by an Act of the Partners, except that the Partners hereby agree for Federal income tax purposes:

           (a) To keep the books of the Partnership on an accrual basis; and

           (b) that all tax election shall be made with the intent of maximizing deductions in the current year to the extent permissible under law, unless all Partners agree otherwise.

           Section 8.3. Allocations. For Federal income tax purposes the distributive share of each Partner in each item of Partnership income, gain, loss, deduction or credit shall be allocated to and among the Partners according to the same percentages and provisions herein governing the Partners' sharing of profits and losses.

           Section 8.4. Tax Returns. The Tax Matters Partner (or, in designated instances, the Partnership, if all Partners agree) shall prepare, or cause to be prepared, Federal, state and local income, and other, tax returns of the Partnership and shall file such returns, which shall be satisfactory in form and substance to each Partner and other entity that was a Partner during the tax year for which such return is filed, with the Internal Revenue Service and with the appropriate state and local taxing authorities.

           Section 8.5. Tax Matters Partner. A Tax Matters Partner of the Partnership shall take no action as Tax Matters Partner unless all Major Partners and other entities that were Major Partners during the tax year with respect to which such action is to be taken shall have unanimously agreed that that action shall be taken, and a Tax Matters Partner shall give to the other Partners prompt notification (without regard to any time period allowed by the Code for any such notification) of any communication from or action by the Internal Revenue Service with respect to the Partnership or any Partnership Item of the Partnership. The Tax Matters Partner for the Partnership is hereby designated to be Roaring Creek.

ARTICLE IX

Distributions

           Section 9.1. Capital. Except as otherwise provided herein, capital, whether cash or property, may not be distributed by or withdrawn from the Partnership without the consent of each Major Partner.

           Section 9.2. Excess Cash. To the extent that the cash available in the bank accounts of the Partnership at the close of business on the twentieth calendar day of each month exceeds the anticipated cash requirements of the Partnership for such month and the next month, such cash shall be distributed on such day first, to repay any loan made by any Partner or the Partnership pursuant to Section 4.6 and second to the Partners in proportion to their respective Partnership Interests as of the last day of the preceding month.

ARTICLE X

Dissolution and Purchase Rights

           Section 10.1. Dissolution. The Partnership may be dissolved only as follows:

           (a) By written agreement of all Major Partners;

           (b) Upon delivery of notice to the other Partners by any Partner, if a Major Partner has transferred all or any portion of its Partnership Interests in violation of Article XI and such violation has remained uncured for at least 60 days after notice of such violation by such Partner to the Transferring Partner; or

           (c) Upon delivery of notice by any Partner, if the Partner to whom such notice is directed (the "defaulting Partner") (x) has failed to make a contribution of, or contributions aggregating, $50,000 or more in accordance with the provisions of Article IV hereof and such failure to pay has not been cured by the nondefaulting Partner and has continued for a period of 30 days after notice thereof to the defaulting Partner from the nondefaulting Partner or (y) has failed to repay within two Business Days after demand any loan made by The nondefaulting to the defaulting Partner pursuant to Section 4.6.

           Section 10.2. Distributions Upon Liquidation. (a) Except as set forth in paragraph (b) below, upon any dissolution of the Partnership, the assets of the Partnership shall thereupon be liquidated and the proceeds from such shall be applied and distributed in the following order of priority:

                     (i) to the payments of debts and liabilities of the Partnership and the expenses of such liquidation and of any loans made by the Partnership or any Partner pursuant to Section 4.6;

                     (ii) to the setting up of any reserves which are reasonably necessary (in the reasonable judgment of any Major Partner or, in the case of any dissolution pursuant to Section 10.1(c), in the reasonable judgment of the nondefaulting Partner) for any contingent or unforeseen liabilities of the Partnership; and

                     (iii) if the balances of the capital account of the Partners at the time of the initial distribution are not in proportion to their respective Partnership Interests, to the Partner whose capital account is proportionately excessive to the extent of such excess and until such balances are in such proportion and thereafter any in any other event to the Partners in proportion to their Partnership Interests; provided, however, that any Partner whose balance in the capital account is a negative amount shall contribute to the Partnership in cash the amount of that negative balance.

In connection with any liquidation of the assets of the Partnership, each Partner shall have the right to bid on any asset on an equal basis as third parties, it being the intent hereof that upon liquidation the activities of the Partnership shall be wound down, the assets of the Partnership shall be reduced to cash and such shall be distributed as set forth in this Section 10.2.

           (b) If Roaring Creek would otherwise be entitled to give notice of the dissolution of the Partnership under Section 10.1(b) or 10.1(c), Roaring Creek may elect, in lieu of giving such notice, to notify Grassy Cove that it will acquire the Partnership Interest of Grassy Cove and its Affiliates pursuant to Section 10.3 hereof. If Grassy Cove would otherwise be entitled to give notice of the dissolution of the Partnership in accordance with Section 10.1(b) or 10.1(c), Grassv Cove may elect, in lieu of giving such notice, to notify Roaring Creek that it will acquire the Partnership Interest of Roaring Creek and its Affiliates pursuant to Section 10.3 hereof. In any such case, the Partners shall execute such instruments of amendment, assignment and consent as may be required or advisable.

           Section 10.3. Buy-Out. Any Partner that elects pursuant to Section 10.2 (b) (the "Purchasing Partner") to purchase the Partnership Interests of any Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he provisions of the notice relating to such date. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each of the two preceding years plus five percent) of the then existing ongoing brokerage or other contracts of the Partnership. Such present value shall be determined by either John T. Boyd Company of Pittsburgh, Pennsylvania, Cates Engineering Company of Beckley, West Virginia, or Paul Weir Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payable, at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership Interest, or within five years thereafter in equal annual installments payable on the date of such transfer and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.6. The Partnership Interest to be acquired by the Purchasing Partner shall include all of the Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all obligations to the Partnership or to the Purchasing Partner other than for those resulting from events occurring prior to the effective date of such Transfer. The selling Partner agrees, from time to time at the request of the Purchasing Partner, at or after the date of such transfer, to execute and deliver such instruments of conveyance, assignment, transfer and consent as may be required or advisable for the effective conveyance and transfer of any of the business, properties, name, good will, assets and rights included in such Partnership Interest.

           Section 10.4. Continuing Responsibilities. Notwithstanding any amendment or termination of this Agreement or dissolution of the Partnership, and subject to the provisions of this Agreement, each Partner shall remain liable for, and shall to the extent that they have not theretofore been paid and discharged and to the extent that any reserves created upon the dissolution of the Partnership shall be insufficient therefor, pay, when due, its proportionate interest (based or percentage amount equivalent to its Partnership Interest at the time of such dissolution) of, all liabilities of the Partnership, including without limitation, liabilities (i) assumed or incurred by the Partnership prior to the time of the dissolution or (ii) arising thereafter as a result of the conduct of the business of the Partnership prior to the dissolution of the Partnership and the completion of the liquidation or sale of all of the assets of the Partnership.

           Section 10.5. Right to Redress. The provisions of this Article XI are not intended to set forth the exclusive remedies available if any Partners shall be in default under this Agreement and shall be in addition to each and every other remedy now or hereafter existing. A Partner may institute legal action against the other Partner in its own name or that of the Partnership if such other, Partner is in default under this Agreement with no consent required on the part of such defaulting Partner.

ARTICLE XI

Transfer of Interest

           Section 11.1. General. Prior to the fifth anniversary of the date of this Agreement, no Partner shall have the right to assign, transfer, convey, pledge or otherwise dispose of any or all of its Partnership Interest. Thereafter no such assignment, transfer, conveyance, pledge or disposition shall be made except with the prior consent of the other Partner (which shall not be unreasonably withheld). The transferring Partner shall remain liable hereunder for the good and punctual performance of its pre-transfer Partnership Interest of obligations and liabilities (no matter when arising) arising out of operations of the Partnership prior to such transfer and, in case of any transfer to an Affiliate of the transferring Partner, shall remain liable hereunder to the extent such Partner would have been, or such Affiliate is, liable hereunder as though no such transfer had been made. The transferring Partner and the transferee shall bear all tax consequences and shall reimburse all other reasonable out-of-pocket expenses of any Major Partner in connection with the transfer and the transferee, as of the effective date of the transfer, shall have agreed in writing in a form satisfactory to the other Partners to be bound by this Agreement (including this Article XI) to the same extent as the transferring Partner. Any transfer not made in compliance with this Article XI shall be null and void.

           Section 11.2. Assignment to an Affiliate. Section 11.3 and the first sentence of Section 11.1 shall not apply to, and no consent of any Partner shall be required for, an assignment of all or any portion of a Partner's Partnership Interests to an Affiliate of the assignor.

           Section 11.3. Preemptive Right. (a) Except as otherwise provided in Section 11.4, if a Partner desires to convey, assign or transfer all or any part of its Partnership Interest, the other Partner shall have a preemptive right to acquire such Partnership Interest as provided in this Section 11.3.

           (b) A Partner intending to transfer all or any part of its Partnership Interest shall promptly notify the other Partner of such intent. The notice shall identify the proposed transferee and shall state the price (which shall be payable in cash only) and all other material terms and conditions of the intended transfer. The other Partner shall have 90 days from the date such notice is delivered to notify the transferring Partner whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the transfer shall be consummated promptly after notice of such election is delivered to the transferring Partner.

           (c) If the Partner entitled to purchase hereunder fails to so elect within the period provided for in Section 11.3(b), the transferring Partner shall have 90 days following the expiration of such period to consummate the transfer to the proposed transferee at a price and on terms no less favorable to the transferring Partner than those set forth in the notice required in Section 11.3(b).

           (d) If the transferring Partner fails to consummate the transfer to the proposed transferee within the period set forth in Section 11.3(c), the preemptive right of the other Partner with respect to any disposition of such Partnership Interest shall be revived. Any subsequent proposal to transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 11.3.

           Section 11.4. Exceptions to Preemptive Right. Section 11.3 shall not apply to any transfer occurring by operation of law in a corporate merger, consolidation, amalgamation or reorganization of a Partner in which the surviving entity possesses all of the stock or all of the property rights and interests, and is subject to all of the liabilities and obligations of that Partner or to the grant by a Partner of a security interest in any portion of its Partnership Interest pursuant to the second paragraph of Section 11.1.

           Section 11.5. Instruments of Assignment. Whenever any Partnership is transferred to any entity which thereby becomes a Partner, the other Partner agrees to execute an appropriate instrument admitting such entity.

           Section 11.6. More than Two Partners. Without limiting the rights of any Partner under Section 11.1, if, after giving effect to any transfer of Partnership Interests in accordance with this Article XI there would be more than two Partners, Section 4.6, Section 10.2(b), Section 10.3 and Section 11.3 shall be amended, effective the date of such transfer, as appropriate to reflect the increased number of Partners and all references to Partner or Partners shall be deemed to refer to or include such additional Partner where the context requires.

ARTICLE XII

Insurance

           Section 12.1. Insurance. The Partnership shall maintain:

           (i) Coverage which shall comply with all applicable state and workers' compensation and occupational disease laws and which shall encompass all employees of the Partnership. These policies shall also provide for employers' liability in the amount of not less than $1,500,000 (see section on comprehensive general liability).

           (ii) Comprehensive general liability insurance against claims arising out of the operations of the Partnership with limits of not less than $2 million per occurrence, $4 million in the aggregate. Policy shall include stop gap employers' liability endorsement, should coverage for same be omitted from workers' compensation policies.

           (iii) Automobile bodily injury and property damage liability covering automobiles owned, non-owned, or leased by the Partnership or the Manager in connection with the Operations or the Partnership. Limits of liability shall be not less Than $2 million per occurrence, $4 million in the aggregate.

           (iv) Umbrella liability coverage in the amount of not less than $50 million, in the name of the Partner or in the name of each Partner, (providing excess coverage for employer's liability, comprehensive general liability, automobile liability, and limited named perils pollution).

           (v) insurance against physical loss or damage to real and personal property owned by the Partnership by fire, explosion and other hazards or casualties. Such overage shall have limits not less than the fair market value of the insured assets, subject to a deductible not exceeding $1 million.

           (vi) Insurance to compensate for business interruption losses, if such coverage is economically attainable.

           (vii) And other such insurances as are customarily maintained in the business (including but not limited to fidelity, environmental impairment, directors and officers, etc.).

ARTICLE XIII

ACQUISITIONS WITHIN APPALACHIA

           Section 13.1. General. Any interest or option to acquire any Interest in Coal Properties in Appalachia acquired or held during the term of this Agreement by or on behalf of a Partner or any Affiliate shall, except as otherwise provided in this Article or agreed to by the Partners, be included in the Partnership and shall be subject to the terms and provisions of this Agreement.

           Section 13.2. Intention of Parties. It is the intention of the Partners that, except if it is necessary to act quickly in acquiring Coal Properties and consultation among the Partners is not practicable or if a Partner does not elect to accept the interest pursuant to Section 13.4, Coal Properties be acquired by the Partners in the Partnership name and not through the procedures described in Section 13.3, 13.4, and 13.5.

           Section 13.3. Notice to Nonacquiring Partner. If it is not practicable to acquire Coal Properties in the Partnership name as contemplated by Section 13.2, within 14 days after the acquisition by any Partner or its affiliate of any interest or the option to acquire any interest in Coal Properties, the acquiring Partner shall notify the other Partner of such acquisition. Such notice shall describe in detail the acquisition, the real property and minerals covered thereby, the cost thereof, and the reasons why the acquiring Partner believes that the acquisition of the interest is in the best interests of the Partners under this Agreement. The acquiring Partner shall also make any and all other information concerning the acquired interest available to the other Partner.

           Section 13.4. Option Exercised. If, within 90 days after receiving the acquiring Partner's notice pursuant to Section 13.3, the other Partner notifies the acquiring Partner of its election to accept the acquisition in the Partnership name, the acquiring Partner or Affiliate shall convey to the Partnership, by deed or by assignment of lease in form acceptable to the other Partner, such acquired interest. The acquired interest shall become a part of the Partnership for all purposes of this Agreement immediately upon notice of such other Partner's election to accept such. Such other Partner shall promptly pay to the acquiring Partner its proportionate share of the latter's actual out-of-pocket acquisition costs and shall assume its proportionate share of any indebtedness incurred in making such acquisition.

           Section 13.5. Option Not Exercised. If the other Partner does not give such notice within the 90-day period set forth in Section 13.4, neither it nor the Partnership shall have any interest in the acquired interest, and the acquired interest shall not be a part of the Partnership, shall not be considered Coal Property and shall not be subject to this Agreement.

           Section 13.6. Stock Acquisitions. If any Partner acquires, or proposes to acquire, any interest in Coal Property through the acquisition of stock in a company in which such interest and related assets represent less than 50 percent of the fair market value of all assets of such company, such acquisition or proposed acquisition shall be subject to this Article XIII only if reasonably practicable and if such interest and related assets can reasonably be offered to a Partner and held in partnership subject to this Agreement.

ARTICLE XIV

General Provisions

           Section 14.1. Information. The Partnership shall from time to time provide each Partner with such information and records as such Partner may reasonably request.

           Section 14.2. Confidentiality. Each Partner and the Partnership shall use their best efforts to assure that all information disclosed to them in connection with the business of the Partnership and not otherwise generally available shall be kept confidential and shall not be revealed without the consent of the Partners to anyone other than to directors, employees, accountants and representatives of the Partnership, the Partners and their Affiliates or in connection with filings required by law with government agencies or courts. If such information is revealed to such persons, each Partner and the Partnership agree to use best efforts to have such persons keep such information confidential.

           Section 14.3. Notices. Notices, payments and other required communications to the Partners or the Partnership shall be in writing or by telex with acknowledgment of receipt and shall be effective (i) when delivered during normal business hours to the party to be given such notice, election or consent at the address designated by it for such delivery, (ii) five Business Days after such notice, election or consent shall have been deposited in the United States mails, certified or registered with return receipt requested and postage thereon fully prepaid, addressed to such address or (iii) on the calendar day following the day such notice, election or consent shall have been transmitted by telecopy, telex or telegram, fully prepaid, to such address or telephone number, whichever shall first occur until otherwise specified by notice to the other Partner, the addresses and telephone numbers for any such notice, election or consent shall be:

           If to Roaring Creek:

Roaring Creek Coal Company
251 N. Illinois Street
Post Office Box 967
Indianapolis, Indiana 46206-0967
Attention: Vice President, Law & Governmental Affairs
Telex: 276163
Telecopier: 317-266-3429

           If to Grassy Cove

Grassy Cove Coal Mining Company
c/o American Petrofina, Incorporated
Fina Plaza
8350 North Central Expressway
Post Office Box 2159
Dallas, Texas 75206
Attention: Vice President
Telex: 0730138
Rapifax: 214-750-2798

           With a copy to:

Petrofina S.A.
52 Rue de L'Industrie
1040 Brussels, Belgium
Attention: Manager, Coal Operations
Telex: PFINAB 846 21556
Rapifax: 322-2339191

           If to the Partnership:

Skyline Coal Corporation
HCR Box 308
Dunlap, Ikins, Tennessee 37327
Attention: President
Telephone: 615-949-4070

           Any notice delivered to any Partner or to the Partnership shall be given to all other Partners and the Partnership as nearly simultaneously as is practicable

           Section 14.4. Waiver. The failure of a Partner to insist on the performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the Partner's right thereafter to enforce any provision or exercise any right.

           Section 14.5. Modification. No waiver under, modification of or to this Agreement shall be valid unless made in writing and duly executed by the requisite number of Partners.

           Section 14.6. Further Assurances. Each of the Partners agrees that it shall from time to time take such actions and execute such additional instruments as may be reasonably necessary to carry out the purposes of this Agreement.

           Section 14.7. Governing Law. This Agreement shall be governed by the laws of the State of New York and shall be construed in accordance with the Act.

           Section 14.8. Consent to Jurisdiction; Service of Process. Subject to Section 14.9, each of the Partners: (a) irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, or proceeding arising out of or relating to this Agreement or the operations of the Partnership; (b) irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of any suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum; (c) hereby appoints CT Corporation System its authorized agent to accept and acknowledge service of any and processes which may be in any suit, action or proceeding of the nature referred to in this Section 14.3 and consents to process being served in any such suit, action or proceeding upon CT Corporation System in any manner or by the mailing of a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to such Partner's address specified in Section 14.3; and (d) agrees that such service (i) be deemed in every respect effective service of process upon it in any such action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 14.8 shall affect the right of any Partner to serve process in any manner permitted by law or limit the right of any Partner to bring proceedings against any other Partner in the courts of any Jurisdiction or jurisdictions. Partner will, no later than 30 days after the date of this Agreement, take any action necessary to make the preceding appointment effective and will deliver to the other Partner a copy of acceptance of appointment of CT Corporation System.

           Section 14.9. Settlement of Disputes and Arbitration. The Partners recognize that disagreements between them could result in an impasse. Partners further recognize that such an impasse resulting from disagreement with respect to Budgets and certain other major decisions would have an adverse effect upon Operations. Accordingly, the Partners have agreed upon the mechanisms set forth in this Section 14.9 pending resolution of such disagreements.

           If the partners are unable to resolve disputes, Roaring Creek and Grassy Cove will, prior to referring any matter to arbitration pursuant to this Section 14.9 or Section 2.4 of the Accounting Procedure, in the first instance refer the dispute to top level executives of AMAX Inc. a New York corporation, and Petrofina S.A., a Belgian corporation, respectively, who are not members of the Executive Committee or the FINAMAX Management Committee, and if such executive officers do not resolve the dispute within 30 days of referral, either Partner may refer such matter to arbitration as provided herein or in Section 2.4, as the case may be. Any dispute or difference which may arise between the Partners solely with respect to the meaning or interpretation of any provision of this Agreement, other than disputes or differences with respect to accounting matters described in and subject to Section 2.4 of the Accounting Procedure, shall be finally settled by arbitration in accordance with the regulations of the American Arbitration Association. Either Partner may serve written demand on the other Partner that any such dispute be settled by arbitration within 30 days of the date such written demand, the Partner serving such demand shall deliver to the other Partner a written designation of an arbitrator. The other Partner shall, within 30 days after receipt of such designation, deliver to the first Partner a written designation of an arbitrator selected by such other Partner. The two arbitrators so designated shall designate a third arbitrator mutually acceptable to them, but if the two arbitrators are unable within 15 days to agree upon a third arbitrator, or if the other Partner or the two arbitrators shall fail to designate an arbitrator within 30 days after the designation of an arbitrator by the first Partner, the first Partner may apply to the American Arbitration Association for the appointment by such Association of such second or third arbitrator in accordance with its rules and regulations. If such experience is, in the judgment of the Major Partners, relevant to the question to be arbitrated, the arbitrators appointed by each Partner and the American Arbitration Association shall be persons experienced in the coal business.

           The Partners agree to be conclusively bound by the decision or report of arbitrators designated in accordance with the preceding paragraph and Section 2.4 of the Accounting Procedure.

           Section 14.10. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, and which together shall constitute but one agreement.

           Section 14.11. Severability. If any provision of this Agreement or the application of any provision hereof to any party or set of circumstances is held invalid, the remainder of this Agreement and the application of such provision to any other party or set of circumstances shall not be affected unless the invalidity of such provision substantially impairs the benefits of the remaining provisions or the realization of the agreements of the parties expressed herein.

           Section 14.12. Miscellaneous. This Agreement supersedes any other agreement dated prior to the date hereof, including the Heads of Agreement, between the Partners or their Affiliates with respect to the subject matter of this Agreement.

           IN WITNESS WHEREOF, the parties hereto have caused this Partnership Agreement to be executed by their duly authorized representatives as of the date first above written.

Roaring Creek Coal Company

By: /s/ illegible
Its:


Grassy Cove Coal Mining Company

By: /s/ illegible
Its: Vice President

EXHIBIT A

ACCOUNTING PROCEDURES

ARTICLE I

Definitions

           Terms used herein and defined in the Partnership Agreement have the meaning set forth therein and the following terms have the following meanings:

           "Agreement" means the Partnership Agreement;

           "Section" means a section of this Accounting Procedure, unless otherwise specified.

ARTICLE II

General Provisions

           Section 2.1. Books, Records and Accounts; Audits. The Partnership shall maintain, or cause to be maintained, true and correct books, records and accounts for the Partnership in accordance with the terms of the Partnership Agreement and with United States generally accepted accounting principles. All revenues and costs shall be recognized on an accrual basis. Such books, records and accounts shall include but not be limited to a complete set of double-entry books, consisting of appropriate asset accounts, liability accounts, capital accounts (i.e., Partners' equity accounts), and income and expense accounts. They shall be used to record all revenues, income, costs, expenses, receipts, disbursements, and other transactions of the Partnership, including the brokering and purchase and disposition of coal. Appropriate records, such as weigh tickets and engineering surveys, shall be maintained to verify the amount of production, coal purchases and shipments. The books, records and accounts shall be retained for three years, or such additional periods as may be required by the Internal Revenue Code.

           The Partnership books, records and accounts shall be audited annually as provided in Section 7.2 of the Partnership Agreement. The results thereof shall be delivered to each Partner within 120 days of the end of the calendar year.

           All written exceptions to and claims upon the partnership for discrepancies disclosed by any audit shall be made within sixty (60) days following completion of such audit and delivery of the results thereto to the Partners.

           At any time during normal business hours and without any need for prior notice, any Partner shall be entitled (through either internal auditors or another designated representative) to examine and make copies of the books and records maintained by the Partnership.

           Section 2.2. Internal Accounting Control. The Partnership shall maintain or cause to be maintained systems of internal accounting control, including organization, supervision, procedures and records which are sufficient to provide reasonable assurance that:

           (a) All transactions are properly authorized;

           (b) All transactions are properly recorded on a timely basis to permit (1) preparation of financial statements and related footnotes in accordance with United States generally accepted accounting principles, (2) preparation of tax returns in accordance with the IRS Code and other applicable statutes, and (3) to maintain accountability for assets;

           (c) All assets are adequately safeguarded and all liabilities are recognized and discharged on a timely basis;

           (d) Recorded balances are periodically substantiated.

           Section 2.3. Reports and Information. Within twenty (20) calendar days after the end of each calendar month the Partnership Executive Committee shall be furnished a report as to the operating and financial results of FINAMAX Coal Company for the month and year-to-date, with comparisons to the adopted budget.

           Such financial information as is required for each partner to record their pro rata portion of the Partnership's financial results shall be furnished to each Partner on a timely basis. This financial information will normally consist of a statement of financial position, an income statement, and a schedule of capital expenditures, as well as other financial data reasonably requested by each Partner.

           Each Partner shall be furnished such forecast, budget and other information as may be reasonably required to allow the preparation of financial projections, tax returns and other required reports.

           Section 2.4. Arbitration. Any dispute or difference which may arise between the Partners with respect to the meaning, interpretation or application of the Accounting Procedure or with respect to any other accounting matter shall be finally settled by Coopers & Lybrand, or any other firm of certified public accountants selected by the Partnership Executive Committee. If Coopers & Lybrand or such firm has been consulted by either Partner regarding the matter in dispute, such firm shall select any other firm of certified public accountants to act in its stead.

           Section 2.5. Cash Accounts. The Partnership shall maintain or cause to be maintained such bank accounts as are approved by the Partnership Executive Committee.

AMENDMENT TO PARTNERSHIP AGREEMENT

           THIS AMENDMENT TO PARTNERSHIP AGREEMENT, dated to be effective January 1, 1988, by and between Roaring Creek Coal Company, a Delaware corporation ("Roaring Creek), and Grassy Cove Coal Mining Company, a Delaware corporation ("Grassy Cove").

WITNESSETH:

           WHEREAS, Roaring Creek and Grassy Cove entered into a Partnership Agreement dated as of January 1, 1988 to form a partnership to conduct certain business related to the Skyline Operations; and

           WHEREAS, the parties hereto wish to amend the name of the Partnership established by said Partnership Agreement.

           NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

           1. As provided in Article II, Section 2.2, the parties hereby agree to change the name of the Partnership from Skyline Coal Corporation to Skyline Coal Company, to be effective retroactively to January 1, 1988.

           2. All other terms and provisions of the Partnership Agreement shall remain in full force and effect.

           IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Partnership Agreement to be executed by their duly authorized representatives as of the effective date of the original Partnership Agreement.

ROARING CREEK COAL COMPANY

BY: /s/ Gerald J. Malys
NAME: Gerald J. Malys
TITLE: Senior Vice President


GRASSY COVE COAL MINING COMPANY

BY: /s/ Frank J. Wood
NAME: Frank J. Wood
TITLE: Vice President and Controller

EX-3

                                                                 Exhibit 3.67(a)

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE
                            ARTICLES OF INCORPORATION

                                       OF

                     MASSEY COAL TERMINAL, S.C. CORPORATION
                               (File This Form in            This Space for Use
                              Duplicate Originals)           By The Secretary of
                                                             State
                          (Sect. 33-7-30 of 1976 Code)


1.   The name of the proposed corporation is Massey Coal Terminal, S.C.
     Corporation.

2.   The initial registered office of the corporation is 409 East North Street
     located in the city of Greenville, county of Greenville and the State of
     South Carolina and the name of its initial registered agent at such address
     is C T Corporation System.

3.   The period of duration of the corporation shall be perpetual.

4.   The corporation is authorized to issue shares of stock as follows:

     CLASS OF SHARES      AUTHORIZED NO. OF EACH CLASS           PAR VALUE
     ---------------      ----------------------------           ---------

        Common                       100                       $10.00 per share

     If shares are divided into two or more classes or if any class of shares is
divided into series within a class, the relative rights, preferences, and
limitation so the shares of each class, and of each series within a class, are
as follows:




5.   Total authorized capital Stock: $1,000.00.

6.   It is represented that the corporation will not begin business until there
     has been paid into the corporation the minimum consideration for the issue
     of shares, which is $1,000.00 of which at least $500.00 is in cash.

7.   The number of directors constituting the initial board of directors of the
     corporation is 1 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 be elected and qualify are:

                      NAME                           ADDRESS

                 E. Morgan Massey         P. O. Box 26765, Richmond, VA 23261

8.   The general nature of the business for which the corporation is organized
     is (it is not necessary to set forth in the purposes powers enumerated in
     Section (33-3-10 of 1976 Code).

          The purpose of the corporation is to conduct the business of and
     provide for the transfer of coal from railcar or other means of ground
     transportation to ship vessels or other water transportation means, whether
     directly or through ground storage and pier facilities, and to provide for
     the receipt of coal and transfer of same from water vessels to railcar or
     other means of ground transportation whether directly or through ground
     storage and pier facilities; to buy and sell coal, to invest in, trade,
     barter, deal in and deal with coal of all grades and sizes, coal
     by-products and other merchantable commodities that can lawfully be
     exported or imported, coal related products, fuel composed of coal and
     liquids, and do any and all acts and things whatsoever necessary, proper or
     convenient, desirable or incidental to the carrying out of the business
     aforementioned, or to the conducting or managing of any of the business of
     the Corporation. In addition, the Corporation shall have the power to do
     anything not prohibited by law or required to be stated in these Articles.

9.   Provisions which the incorporators elect to include in the articles of
     incorporation are as follows:


10.  The name and address of each incorporator is:

      Name            Street & Box No.    City            County        State
- ------------------------------------------------------------------------------

Donna G. Cockcroft    1447 Glencoe Dr.    Mt. Pleasant     Chas.         S.C.



                                        /S/ DONNA G. COCKCROFT
                                        ----------------------
                                        (Signature of Incorporator)
Date:  November 21, 1980
                                        Type or Print Name: Donna G. Cockcroft



STATE OF SOUTH CAROLINA   )
                          )  ss:
COUNTY OF CHARLESTON      )

     The undersigned, Donna G. Cockcroft, does hereby certify that she is the
incorporator of Massey Coal Terminal, S.C. Corporation and is authorized to
execute this verification; that the undersigned for herself does hereby further
certify that she has read the foregoing document, understands the meaning and
purport of the statements therein contained and the same are true to the best of
her information and belief.

                                       /S/ Donna G. Cockcroft
                                      (Signature of Incorporator)

                             CERTIFICATE OF ATTORNEY

11.  I, Susan M. Smythe, an attorney licensed to practice in the State of South
     Carolina, certify that the corporation, to whose articles of incorporation
     this certificate is attached, has complied with the requirements of chapter
     7 of Title 33 of the South Carolina Code of 1976, relating to the
     organization of corporations, and that in my opinion, the corporation is
     organized for a lawful purpose.

Date:  November 21, 1980              /S/ Susan M. Smythe
                                          (Signature)

                                      Type or Print Name:  Susan M. Smythe

                                      Address:  P. O. Box 99
                                                Charleston, SC  29402

SCHEDULE OF FEES

(Payable at time of filing Articles of With Secretary of State)
     Fee for filing Articles                                         $     5.00
     In addition to the above, $.40 for each $1,000.00 of the               .40
     aggregate value of shares which the Corporation is authorized
     to issue, but in no case less than
     Nor more than                                                   $ 1,000.00

NOTE:  THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED
       FOR FILING. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF
       CORPORATIONS AND A CHECK IN THE AMOUNT OF $10 PAYABLE TO THE SOUTH
       CAROLINA TAX COMMISSION.


               NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED
                                  AGENT OR BOTH

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE
                                                           This Space for Use
                                                           By The Secretary of
                                                           State


                          (File This Form in Duplicate)
                                Filing Fee $5.00
                                                           This Space for Use
                                                           By The Secretary of
                                                           State

Pursuant to Section 33-5-40 of the 1976 Code, the undersigned Corporation which
is:

(A)  A domestic corporation incorporated in South Carolina on January 23, 1981;
     or

(B)  A foreign corporation incorporated in (state) on (date), and authorized to
     do business in South Carolina on (date), whose registered or principal
     office in the jurisdiction of its incorporation is (address), in the City
     of __________, and the State of __________.

now gives notice of the change of its registered office or its registered agent
or both, and submits the following statement:

(1)  The name of the Corporation is Massey Coal Terminal, S.C. Corporation.

(2)  The address of the present registered office is 409 East North St.,
Greenville, SC 29602.

(3)  The address to which its registered office is to be changed is Foot of
Milford St., Charleston, S. C. 23607.

(4)  The name of the present registered agent is C T Corporation System.

(5)  The name of the successor registered agent is Thomas A. McQuade.

(6)  The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.

(7)  State whether such change was authorized by action of the Board of
     Directors:  No.

                                        Massey Coal Terminal, S.C. Corporation

                                        By:  /S/ David H. [illegible]
                                        Title:  Vice-President and Chief
                                                Financial Officer

                                        By:  /S/  [illegible]
Date:  December 2, 1986                 Title:  Treasurer



                               ARTICLES OF MERGER
                                     MERGING
                         HENRY CLAY MINING COMPANY, INC.
                            (a Kentucky corporation)
                                      INTO
                     MASSEY COAL TERMINAL, S.C. CORPORATION
                         (a South Carolina corporation)

     Pursuant to the provisions of Section 33-17-70 of the South Carolina
Business Corporation Act providing for the merger of domestic and foreign
corporations, the undersigned corporations hereby adopt the following Articles
of Merger:

     FIRST: The Plan of Merger (the "Plan") pursuant to which Henry Clay Mining
Company, Inc., a Kentucky corporation ("Clay"), will merge into Massey Coal
Terminal, S.C. Corporation, a South Carolina corporation (the "Surviving
Corporation"), which will be the surviving corporation, is attached hereto as
Exhibit A and made a part hereof.

     SECOND: The total number of outstanding shares of common stock, $100.00 par
value, of Clay, which is the only class of capital stock of Clay, is 126. The
total number of outstanding shares of common stock, $10.00 par value, of the
Surviving Corporation, which is the only class of capital stock of the Surviving
Corporation, is 100.

     THIRD: The Plan of Merger was duly approved (i) on May 20, 1987 by the
written consent of the sole shareholder of Clay pursuant to Sections 271A.365,
271A.385 and 271A.665 of the Kentucky Business Corporation Act, and (ii) on May
20, 1987 by the written consent of the sole shareholder of the Surviving
Corporation, pursuant to Sections 33-11-180, 33-17-30 and 33-17-70 of the South
Carolina Business Corporation Act.

     FOURTH: The current address of the registered office of the Surviving
Corporation is Foot of Milford Street, Charleston, South Carolina 23607. The
current address of the registered office of Clay is P. O. Box 2805, South Mayo
Trail, Pikeville, Kentucky 41501.

Dated:                             May 20, 1987.


                                   HENRY CLAY MINING COMPANY, INC.

                                   By:  /S/  Scott M. Kiscaden
                                   Name/Title:  Scott M. Kiscaden, President

                                   By:  /S/ Wm. Blair Massey
                                   Name/Title:  Wm. Blair Massey, Secretary


                                   MASSEY COAL TERMINAL, S.C. CORPORATION

                                   By:  /S/ Thomas A. McQuade
                                   Name/Title:  Thomas A. McQuade, President

                                   By:  /S/ Wm. Blair Massey
                                   Name/Title:  Wm. Blair Massey, Secretary



                                  VERIFICATION


     We, Scott M. Kiscaden, Wm. Blair Massey and Thomas A. McQuade, have read
and understand the meaning and purport of the statements contained in the
Articles of Merger set forth above. We believe such statements are true. We have
signed said articles and were authorized to do so.

Dated:  May 20, 1987


                                         /S/  Scott M. Kiscaden

                                         /S/ Wm. Blair Massey

                                         /S/ Thomas A. McQuade



                                                                       EXHIBIT A

                                 PLAN OF MERGER

                                       OF

                         HENRY CLAY MINING COMPANY, INC.

                                      INTO

                     MASSEY COAL TERMINAL, S.C. CORPORATION


     FIRST: In accordance with the laws of the States of Kentucky and South
Carolina, Henry Clay Mining Company, Inc., a Kentucky corporation ("Clay"),
shall be merged into Massey Coal Terminal, S.C. Corporation, a South Carolina
corporation (the "Surviving Corporation"), after the filing of Articles of
Merger with the secretaries of state of the states of Kentucky and South
Carolina, effective as of June 8, 1987 (the "Effective Date". The merger shall
have the effect set forth in Section 33-17-70 of the South Carolina Business
Corporation Act and in Section 271A-385 of the Kentucky Business Corporation
Act, as such latter section applies to surviving corporations governed by the
laws of a state other than Kentucky.

     SECOND: Clay and the Surviving Corporation are each wholly-owned
subsidiaries of A. T. Massey Coal Company, Inc., a Virginia corporation
("Massey"). On the Effective Date, the 126 shares of capital stock, $100.00 par
value, of Clay held by Massey, which constitute 100% of the outstanding shares
of capital stock of Clay, shall, by virtue of the merger, and without any action
on the part of Clay, Massey or the Surviving Corporation, cease to be
outstanding and shall be cancelled. The outstanding shares of the Surviving
Corporation shall remain unchanged.

     THIRD: The Articles of Incorporation and By-Laws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall
continue to be the Articles of Incorporation and By-Laws of the Surviving
Corporation, except to the extent they shall be duly altered, amended or
repealed after the Effective Date.

     FOURTH: Within 30 days after the Effective Date and in accordance with
Section 33-17-70 of the South Carolina Business Corporation Act, the Surviving
Corporation shall file with the South Carolina Secretary of State a certificate
that the merger has become effective under the laws of the State of Kentucky.

     FIFTH: As of the Effective Date, the stock transfer books of Clay shall be
deemed to be closed and no transfer of shares on the books of Clay shall
thereafter be effected.

     Sixth: Upon the Surviving Corporation's receipt of triplicate originals of
the Articles of Merger, the Surviving Corporation shall file one such copy with
the appropriate county clerk in accordance with Section 271A.370(3) of the
Kentucky Business Corporation Act.



                               ARTICLES OF MERGER

                                     MERGING

                               UTILITY COALS, INC.

                          (a West Virginia corporation)

                                      INTO

                     MASSEY COAL TERMINAL, S.C. CORPORATION

                         (a South Carolina corporation)


     Pursuant to the provisions of Section 33-17-70 of the South Carolina
Business Corporation Act providing for the merger of domestic and foreign
corporations, the undersigned corporations hereby adopt the following Articles
of Merger:

     FIRST: The Plan of Merger (the "Plan of Merger") pursuant to which Utility
Coals, Inc., a West Virginia corporation ("Utility"), will merge into Massey
Coal Terminal, S.C. Corporation, a South Carolina corporation (the "Surviving
Corporation"), which will be the surviving corporation, is attached hereto as
Exhibit A and made a part hereof.

     SECOND: The total number of outstanding shares of common stock, $100.00 par
value, of Utility, which is the only class of capital stock of Utility, is 10.
The total number of outstanding shares of common stock, $10.00 par value of the
Surviving Corporation, which is the only class of capital stock of the Surviving
Corporation, is 100.

     THIRD: The Plan of Merger was duly approved (i) on May 20, 1987, pursuant
to Section 31-1-73 of the West Virginia Corporation Act, by agreement of the
sole shareholder of Utility; and (ii) on May 20, 1987 by the written consent,
pursuant to Section 33-11-180 of the South Carolina Business Corporation Act, of
the sole shareholder of the Surviving Corporation.

     FOURTH: The current address of the registered office of the Surviving
Corporation is Foot up Milford Street, Charleston, South Carolina 23607. The
current address of the registered office of Utility is P. O. Box 2765,
Pikeville, Kentucky 41501.

Dated:  May 20, 1987.


                                 UTILITY COALS, INC.

                                 By:  /S/ Raymond Ramey
                                 Name and Title:  Raymond Ramey, President

                                 By:  /S/ Wm. Blair Massey
                                 Name and Title:  Wm. Blair Massey, Secretary


                                 MASSEY COAL TERMINAL, S.C. CORPORATION

                                 By:  /S/ Thomas A. McQuade
                                 Name and Title:  Thomas A. McQuade, President

                                 By:  /S/ Wm. Blair Massey
                                 Name and Title:  Wm. Blair Massey, Secretary



                                  VERIFICATION


     We, Raymond Ramey, Wm. Blair Massey and Thomas A. McQuade, have read and
understand the meaning and purport of the statements contained in the Articles
of Merger set forth above. We believe such statements are true. We have signed
said articles and were authorized to do so.

Dated:  May 20, 1987.


                                          /S/  Raymond Ramey

                                          /S/  Wm. Blair Massey

                                          /S/  Thomas A. McQuade



                                                                       EXHIBIT A

                                 PLAN OF MERGER

                                       OF

                               UTILITY COALS, INC.

                                      INTO

                     MASSEY COAL TERMINAL, S.C. CORPORATION


     FIRST: In accordance with the laws of the States of South Carolina and West
Virginia, Utility Coals, Inc., a West Virginia corporation ("Utility"), shall be
merged into Massey Coal Terminal, S.C. Corporation, a South Carolina corporation
(the "Surviving Corporation"), after the filing of Articles of Merger with the
secretaries of state of the states of West Virginia and South Carolina,
effective as of June 8, 1987 (the "Effective Date"). The merger shall have the
effect set forth in Section 33-17-70 of the South Carolina Business Corporation
Act and in Section 31-1-38 of the West Virginia Business Corporation Act as such
latter section applies to surviving corporations governed by the laws of a state
other than West Virginia.

     SECOND: Both Utility and the Surviving Corporation are each wholly-owned
subsidiaries of A. T. Massey Coal Company, Inc., a Virginia corporation
("Massey"). On the Effective Date, the 10 shares of capital stock, $100.00 par
value, of Utility held by Massey, which constitute 100% of the outstanding
shares of capital stock of Utility, shall, by virtue of the merger, and without
any action on the part of Utility, Massey or the Surviving Corporation, cease to
be outstanding and shall be cancelled. The outstanding shares of the Surviving
Corporation shall remain unchanged.

     THIRD: On the Effective Date, the corporate name, existence and
organization of Utility shall cease, and all of its purposes, powers and
objects, and all of its rights, assets and obligations shall pass to and vest in
the Surviving Corporation without any conveyance or transfer, except such
confirmatory deed or deeds as may be required by the provisions of the West
Virginia Corporation Act. The Surviving Corporation shall continue to be
governed by the laws of the State of South Carolina and shall succeed to all
rights, assets, liabilities and obligations of Utility in accordance with the
provisions of the South Carolina Business Corporation Act. The Surviving
Corporation will continue to use its present name.

     FOURTH: The Articles of Incorporation and By-Laws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall
continue to be the Articles of Incorporation and By-Laws of the Surviving
Corporation, except to the extent they shall be duly altered, amended or
repealed after the Effective Date.

     FIFTH: Within 30 days after the Effective Date and in accordance with
Section 33-17-70(g) of the South Carolina Business Corporation Act, the
Surviving Corporation shall file with the South Carolina Secretary of State a
certificate that the merger has become effective under the laws of the State of
West Virginia.

     SIXTH: As of the Effective Date, the stock transfer books of Utility shall
be deemed to be closed and no transfer of shares on the books of Utility shall
thereafter be effected.

     SEVENTH: Upon the Surviving Corporation's receipt of a certificate of
merger from the West Virginia Secretary of State, the Surviving Corporation
shall file such certificate or a certified copy thereof in the office of the
appropriate county clerk in accordance with Section 31-1-36(c) of the West
Virginia Corporation Act.



                               ARTICLES OF MERGER

                                     MERGING

                    CLARK ELKHORN COAL COMPANY, INCORPORATED

                            (a Kentucky corporation)

                                      INTO

                     MASSEY COAL TERMINAL, S.C. CORPORATION

                         (a South Carolina corporation)

     Pursuant to the provisions of Section 33-17-70 of the South Carolina
Business Corporation Act providing for the merger of domestic and foreign
corporations, the undersigned corporations hereby adopt the following Articles
of Merger:

     FIRST: The Plan of Merger (the "Plan") pursuant to which Clark Elkhorn Coal
Company, Incorporated, a Kentucky corporation ("Clark"), will merge into Massey
Coal Terminal, S.C. Corporation, a South Carolina corporation (the "Surviving
Corporation"), which will be the surviving corporation, is attached hereto as
Exhibit A and made a part hereof.

     SECOND: The total number of outstanding shares of common stock, $50.00 par
value, of Clark, which is the only class of capital stock of Clark, is 15. The
total number of outstanding shares of common stock, $10.00 par value, of the
Surviving Corporation, which is the only class of capital stock of the Surviving
Corporation, is 100.

     THIRD: The Plan of Merger was duly approved (i) on May 20, 1987 by the
written consent of the sole shareholder of Clark pursuant to Sections 271A.365,
271A.385 and 271A.665 of the Kentucky Business Corporation Act, and (ii) on May
20, 1987 by the written consent of the sole shareholder of the Surviving
Corporation, pursuant to Sections 33-11-180, 33-17-30 and 33-17-70 of the South
Carolina Business Corporation Act.

     FOURTH: The current address of the registered office of the Surviving
Corporation is Foot of Milford Street, Charleston, South Carolina 23607. The
current address of the registered office of Clark is Rt. 1, Box 353, Shelbiana,
Kentucky 41562.

Dated:  May 20, 1987.

                             CLARK ELKHORN COAL COMPANY, INCORPORATED

                             By: /S/ Robert Mayfield
                             Name and Title:  Robert Mayfield, President

                             By: /S/ Wm. Blair Massey
                             Name and Title: Wm. Blair Massey, Secretary


                             MASSEY COAL TERMINAL, S.C. CORPORATION

                             By: /S/ Thomas A. McQuade
                             Name and Title: Thomas A. McQuade, President

                             By: /S/ Wm. Blair Massey
                             Name and Title: Wm. Blair Massey, Secretary



                                  VERIFICATION


     We, Robert Mayfield, Wm. Blair Massey and Thomas A. McQuade, have read and
understand the meaning and purport of the statements contained in the Articles
of Merger set forth above. We believe such statements are true. We have signed
said articles and were authorized to do so.

Dated:  May 20, 1987.


                                        /S/  Robert Mayfield

                                        /S/  Wm. Blair Massey

                                        /S/  Thomas A. McQuade



                                                                       EXHIBIT A

                                 PLAN OF MERGER

                                       OF

                    CLARK ELKHORN COAL COMPANY, INCORPORATED

                                      INTO

                     MASSEY COAL TERMINAL, S.C. CORPORATION


     FIRST: In accordance with the laws of the States of Kentucky and South
Carolina, Clark Elkhorn Coal Company, Incorporated, a Kentucky corporation
("Clark"), shall be merged into Massey Coal Terminal, S.C. Corporation, a South
Carolina corporation (the "Surviving Corporation"), after the filing of Articles
of Merger with the secretaries of state of the states of Kentucky and South
Carolina, effective as of June 8, 1987 (the "Effective Date"). The merger shall
have the effect set forth in Section 33-17-70 of the South Carolina Business
Corporation Act and in Section 271A-385 of the Kentucky Business Corporation
Act, as such latter section applies to surviving corporations governed by the
laws of a state other than Kentucky.

     SECOND: Both Clark and the Surviving Corporation are each wholly-owned
subsidiaries of A. T. Massey Coal Company, Inc., a Virginia corporation
("Massey"). On the Effective Date, the 15 shares of capital stock, $50.00 par
value, of Clark held by Massey, which constitute 100% of the outstanding shares
of capital stock of Clark, shall, by virtue of the merger, and without any
action on the part of Clark, Massey or the Surviving Corporation, cease to be
outstanding and shall be cancelled. The outstanding shares of the Surviving
Corporation shall remain unchanged.

     THIRD: The Articles of Incorporation and By-Laws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall
continue to be the Articles of Incorporation and By-Laws of the Surviving
Corporation, except to the extent they shall be duly altered, amended or
repealed after the Effective Date.

     FOURTH: Within 30 days after the Effective Date and in accordance with
Section 33-17-70 of the South Carolina Business Corporation Act, the Surviving
Corporation shall file with the South Carolina Secretary of State a certificate
that the merger has become effective under the laws of the State of Kentucky.

     FIFTH: As of the Effective Date, the stock transfer books of Clark shall be
deemed to be closed and no transfer of shares on the books of Clark shall
thereafter be effected.

     SIXTH: Upon the Surviving Corporation's receipt of triplicate originals of
the Articles of Merger, the Surviving Corporation shall file one such copy with
the appropriate county clerk in accordance with Section 271A.370(3) of the
Kentucky Business Corporation Act.



                            STATE OF SOUTH CAROLINA

                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                       TO THE ARTICLES OF INCORPORATION OF

                      SOUTH ATLANTIC DREDGING COMPANY, INC.


     Pursuant to Authority of Section 33-15-10, Code of Laws of South Carolina
1976, as amended, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

     1. The name of the Corporation is South Atlantic Dredging Company, Inc.

     2. The Registered Office of the Corporation is Suite 318, 171 Church
Street, in the City of Charleston, County of Charleston, and the State of South
Carolina and the name of the Registered Agent at such address is Charles F.
Ailstock.

     3. The following Amendments of the Articles of Incorporation were adopted
by the shareholders of the Corporation as of June 1, 1987, by unanimous written
consent.

     A. Delete Article 4 in its entirety and substitute the following in lieu
thereof:

          The Corporation is authorized to issue shares of stock as follows:

        CLASS OF SHARES          AUTHORIZED NO. OF EACH CLASS       PAR VALUE
        ---------------          ----------------------------       ---------

        Common                             500,000                     $.10
        Non-voting Common                  500,000                     $.10

               Except as specifically required by law, Nonvoting Common shares
               of stock in the Corporation shall have no voting rights
               whatsoever.

     B. Delete Article 9 in its entirety and substitute in the following in lieu
thereof.

     9. Provisions which the incorporators elect to include in the articles of
incorporation are as follows:

     (i)  The corporation may, as determined from time to time by the Board of
          Directors, purchase shares of the corporation to the extent of
          unreserved and unrestricted capital surplus available therefor.

     (ii) The corporation shall have the authority to issue bonds convertible
          into shares of the corporation within such period and upon such
          conditions as shall be fixed by the Board of Directors.

     (iii) The judgement of the Board of Directors of the corporation as to the
          value of consideration received for shares or for rights or options
          entitling the holders thereof to purchase from the corporation shares
          of any class or classes of the corporation shall be conclusive.

     (iv) The holders of shares of any class of stock (herein "Stock"),
          including, without limitation, Common and Non-Voting Common, shall, in
          the event of:

          (1) the proposed sale by the Corporation for cash of additional shares
          of either class; or

          (2) the grant by the Corporation of any options or rights to purchase
          shares of either class; or

          (3) the proposed sale by the Corporation for cash of any securities
          convertible into or carrying an option to purchase shares of either
          class;

          have the right to acquire such securities, as nearly as practicable,
          in proportion to their holdings of shares of Stock. The preemptive
          right shall exist whether or not the shares which are to be sold or
          which are subject to any options or rights are authorized but unissued
          shares, treasury shares, or other shares. The price to each holder
          shall be no less favorable than the price at which such shares,
          securities, options, or rights are to be offered to other holders. The
          holders of shares entitled to the preemptive right, and the number of
          shares for which they have a preemptive right, shall be determined by
          fixing a record date in accordance with ss.33-11-60, Code of Laws of
          South Carolina 1976, as amended. For purposes of the pre-emptive
          right, there shall be no distinction between Voting and Non-Voting
          Stock except that each shareholder acquiring Stock or securities which
          are options to purchase Stock or which are convertible into Stock
          shall, upon purchase of such Stock, exercise of the option(s) or
          conversion of such securities, receive Voting and Non-Voting Stock in
          the same proportion to the Voting and Non-Voting Stock then held by
          such shareholder.

          Except as otherwise provided in the Articles of Incorporation, as
          amended, no holder of shares of Stock shall have any preemptive right
          with respect to shares or securities of any class which may be issued,
          sold, or optioned by the Corporation.

          The holders of shares entitled to the preemptive right shall be given
          prompt notice setting forth the time within which and the terms and
          conditions upon which such shareholders may exercise their preemptive
          right. Such notice shall be given personally or by mail at least
          thirty (30) days prior to the expiration of the period during which
          the right may be exercised.

     (v)  At any meeting of the Board of Directors, two-thirds (2/3) of the
          Directors that are entitled to vote shall constitute a quorum for the
          transaction of business. Except as otherwise provided in these
          Articles of Incorporation, the Bylaws, the Shareholders Agreement
          referred to above or by law, the vote of not less than two thirds
          (2/3) of the Directors present at a meeting at which a quorum is
          present shall be the act of the Board of Directors.

     (vi) Certificates representing Common Shares and Certificates representing
          Non-Voting Common Shares shall bear the following legend or a legend
          in substantially this form:

               The securities represented by this certificate have not been
               registered under the Securities Act of 1933 or any state
               securities act. The voluntary or involuntary encumbering,
               transfer or other disposition (including without limitation, any
               disposition pursuant to the laws of bankruptcy, intestacy,
               descent and distribution or succession) of the shares of stock
               evidenced by the within Certificate is restricted under the terms
               of an Agreement dated June 1, 1987, by and among the Corporation
               and its Shareholders, a copy of which Agreement is on file at the
               principal office of the Corporation. No sale, assignment,
               transfer or other disposition of or surrender for exchange of
               such securities shall be valid or effective unless and until the
               registered holder of such securities shall have complied with the
               terms and conditions of such agreement. Upon written request of
               any such Shareholder, the Corporation shall furnish, without
               charge to such Shareholder, a copy of such Agreement. In
               addition, the Corporation will furnish to any such Shareholder
               upon his written request therefor and without charge to such
               Shareholder, a full statement of the designations, preferences,
               limitations and relative rights of the shares of each class
               authorized to be issued by the Corporation.

     4. At the date of adoption of the Amendment, the total number of
outstanding shares of the Corporation was 1,000. The total of such shares
entitled to vote, and the vote of such shares was:

             Total Number of
             Shares Entitled
             TO VOTE                     Number of Shares Voted
                                         FOR             AGAINST

             1,000                       1,000             -0-

     5. The manner in which any exchange, reclassification, or cancellation of
issued shares provided for in the Amendment shall be effected is set forth in
the Amendment which is set forth in Article 4 above.



     6. The amendment does not effect a change in the amount of stated capital.

Dated:  June 1, 1987


                                SOUTH ATLANTIC DREDGING COMPANY, INC.

                                /S/  Leon B. Monk
                                Name and Title:  Leon B. Monk, President

                                /S/  F. Hammond Johnson
                                Name and Title:  F. Hammond Johnson, Secretary



STATE OF SOUTH CAROLINA   )
                          )
COUNTY OF CHARLESTON      )


     The undersigned Leon B. Monk and F. Hammond Johnson do hereby certify that
they are the duly elected and acting President and Secretary respectively, of
South Atlantic Dredging Company, Inc. and are authorized to execute this
document; that each of the undersigned for himself does hereby further certify
that he signed and was so authorized, has read the foregoing document,
understands the meaning and purport of the statements therein contained and the
same are true to the best of his information and belief.

Dated at Charleston South Carolina, this 1st day of June, 1987.

                                 /S/  Leon B. Monk
                                 Name and Title:  Leon B. Monk, President

                                 /S/  F. Hammond Johnson
                                 Name and Title:  F. Hammond Johnson, Secretary



               NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED
                                  AGENT OR BOTH

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE
                                                       This Space for Use
                                                       By The Secretary of
                                                       State


                          (File This Form in Duplicate)
                                Filing Fee $5.00

Pursuant to Section 33-5-40 of the 1976 Code, the undersigned Corporation which
is:

(A)  A domestic corporation incorporated in South Carolina on January 23, 1981;
     or

(B)  A foreign corporation incorporated in (state) on (date), and authorized to
     do business in South Carolina on (date), whose registered or principal
     office in the jurisdiction of its incorporation is (address), in the City
     of __________, and the State of __________.

now gives notice of the change of its registered office or its registered agent
or both, and submits the following statement:

(1) The name of the Corporation is Massey Coal Terminal, S.C. Corporation.

(2) The address of the present registered office is Foot of Milford Street,
Charleston, SC.

(3) The address to which its registered office is to be changed is c/o C T
Corporation System, 75 Beattie Place, Two Shelter Centre, Greenville, County of
Greenville, South Carolina 29601.

(4) The name of the present registered agent is Thomas A. McQuade.

(5) The name of the successor registered agent is C T Corporation System.

(6) The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.

(7) State whether such change was authorized by action of the Board of
Directors: Authorized by Unanimous Action of the Board of Directors Without a
Meeting on July 16, 1987.

                                      Massey Coal Terminal, S.C. Corporation

                                      By:  /S/ N. J. Isto
                                      Title: Chief Operating Officer

                                      By:  /S/  S. J. Paul
Date:  August 18, 1987                Title:  Secretary


                             STATE OF SOUTH CAROLINA

                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                        To The Articles of Incorporation of  This Space for Use
                                                             By The Secretary of
                           Massey Coal Terminal S.C. Corp.   State


                          (File This Form in Duplicate)

     Pursuant to Authority of Section 33-15-10, Code of Laws of South Carolina
1976, as amended, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

     1. The name of the Corporation is Massey Coal Terminal S.C. Corporation.

     2. The Registered Office of the Corporation is 75 Beattie Place, Two
Shelter Centre, in the City of Greenville, County of Greenville, and the State
of South Carolina and the name of the Registered Agent at such address is C T
Corporation System.

(Complete item 3 of 4 whichever is relevant)

     3. a. The following Amendments of the Articles of Incorporation were
adopted by the shareholders of the Corporation on July 13, 1987.

                               (Text of Amendment)

               ARTICLE ONE: The name of the Corporation is SHIPYARD RIVER COAL
TERMINAL COMPANY.

               b. At the date of adoption of the Amendment, the total number of
all outstanding shares of the Corporation was .............................. The
total of such shares entitled to vote, and the vote of such shares was:

            Total Number of
            Shares Entitled         Number of Shares Voted
            To Vote                 For              Against
            -------                 --               -------

            One hundred (100)       one hundred
                                    (100)

               c. At the date of adoption of the Amendment, the number of
outstanding shares of each class entitled to vote as a class on the Amendment,
and the vote of such shares, was: (if inapplicable, insert "none")

                    Number of Shares    Number of Shares Voted
      Class         Entitled To Vote    For           Against
      -----         ----------------    ---           --------

      None

          4. a. Prior to the organizational meeting the Corporation and with the
consent of the subscribers, the following Amendment was adopted by the
Incorporator(s) on...............

                              (Text of Amendment)

          N/A

               b. The number of withdrawals of subscribers, if such be the case
is............

               c. The number of Incorporators are............. And the number
voting for the Amendment was........... and the number voting against the
Amendment was......................

          5. The manner, if not set forth in the Amendment, in which any
exchange, reclassification, or cancellation or issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "no
change")

               No Change

          6. The manner in which the Amendment effects a change in the amount of
stated capital, and amount of stated capital, expressed in dollars, as changed
by the Amendment, is as follows: (if not applicable, insert "no change")

               No Change

Date:  August 18, 1987
                                       MASSEY COAL TERMINAL S.C. CORPORATION

Note: Any person signing this form,    /S/  N. J. Isto
shall either opposite or beneath       Name and Title:  N. J. Isto,
his signature, clearly and legibly                      Chief Operating Officer
state his name and the capacity in
which he signs. Must be signed in
accordance with Section 33-1-40 of    /S/  S. J. Paul
the 1976 Code, as amended.            Name and Title:  S. J. Paul, Secretary









STATE OF SOUTH CAROLINA   )
                          )    ss:
COUNTY OF CHARLESTON      )

          The undersigned N. J. Isto and S. J. Paul do hereby certify that they
are the duly elected and acting Chief Operating Officer and Secretary,
respectively, of Massey Coal Terminal S.C. Corporation and are authorized to
execute this document that each of the undersigned for himself does hereby
further certify that he signed and was so authorized, has read the foregoing
document, understands the meaning and purport of the statements therein
contained and the same are true to the best of his information and belief.

          Dated at 4 PM, this 18th day of August, 1987.

                                                 /S/  N. J. Isto

                                                 /S/  S. J. Paul

               SCHEDULE OF FEES

(Payable at time of filing application with
Secretary of State)

    Filing Fee        $ 5.00
    Taxes             $40.00
    ----------------------------
    Total Fee         $45.00

NOTE: IF THE AMENDMENT EFFECT AN INCREASE IN
CAPITAL STOCK, IN LIEU OF THE ABOVE, THE
FILLING FEES WILL BE AS FOLLOWS:
Fee for filing application...............           $  5.00
In addition to the above, $.40 for each               40.00
$1,000.00 of the total increase in the
aggregate value of authorized shares, but
in no case less than.....................
Nor more than............................          1,000.00





                 ARTICLES OF MERGER MERGING SUNSET COAL COMPANY,
               REDBONE COAL COMPANY AND PIKE COUNTY COAL COMPANY,
                 KENTUCKY CORPORATIONS, INTO SHIPYARD RIVER COAL
                 TERMINAL COMPANY, A SOUTH CAROLINA CORPORATION


          The following Articles of Merger are hereby executed and adopted by
the undersigned corporations, pursuant to Section 271A.385 of the Kentucky
Revised Statutes (hereinafter called the "KRS") and Section 33-17-70 of the Code
of Laws of South Carolina (1976), as amended (hereinafter called the "S.C. Code
Section 33-17-70), for the purpose of merging SUNSET COAL COMPANY, a Kentucky
corporation (hereinafter called "Sunset"), REDBONE COAL COMPANY, INC., a
Kentucky corporation (hereinafter called "Redbone"), and PIKE COUNTY COAL
CORPORATION, a Kentucky corporation (hereinafter called "Pike County"), with and
into SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation
(hereinafter called "Shipyard").

          FIRST: The Plan of Merger, which is attached hereto as Exhibit "A" and
incorporated herein by reference, has been approved and adopted by Sunset,
Redbone, Pike County and Shipyard in the manner required by KRS Chapter 271A and
S.C. Code Section 33-17-70, as applicable, and satisfies the requirements for a
merger of Sunset, Redbone and Pike County into Shipyard in the manner prescribed
by KRS 271A.355 ET. SEQ. and S.C. Code Section 33-17-70.

          SECOND: Sunset, by and through its President and Secretary, hereby
certifies that it has only one class of authorized stock, to wit: common voting
stock with par value of $10,000 per share; and that on the date on which the
Plan of Merger was considered and on the date hereof there was issued and
outstanding one hundred (100) shares of common voting stock. Redbone, by and
through its President and Secretary, hereby certifies that it has only one class
of authorized stock, to wit: common voting stock with par value of $10.00 per
share; and that on the date on which the Plan of Merger was adopted and on the
date hereof there was issued and outstanding one thousand (1,000) shares of
common voting stock. Pike County, by and through its President and Secretary,
hereby certifies that it has only one class of authorized stock, to wit: common
voting stock with par value of $10.00 per share; and that on the date on which
the Plan of Merger was adopted and on the date hereof there was issued and
outstanding one thousand (1,000) shares of common voting stock. Shipyard, by and
through its President and Secretary, hereby certifies that it has only one class
of authorized stock, to wit: common voting stock with par value of $10.00 per
share; and that on the date on which the Plan of Merger was adopted and on the
date hereof there was issued and outstanding ten (10) shares of common voting
stock.

          THIRD: The Plan of Merger was approved by the unanimous written
consent of the Board of Directors of each of Sunset, Redbone, Pike County and
Shipyard on December 22, 1988.

          FOURTH: The Plan of Merger was approved by the unanimous written
consent of the sole shareholder of each of Sunset, Redbone, Pike County and
Shipyard on December 22, 1988, said shareholder having waived the 20-day notice
period and shareholder's meeting provided under KRS 271A.365.

          FIFTH: Pursuant to the Plan of Merger, the surviving corporation shall
be Shipyard, with one class of authorized stock, to wit: common voting stock
with par value of $10.00 per share; and on the date on which these Articles of
Merger are effective there shall be issued and outstanding ten (10) shares of
common voting stock.

          SIXTH: The current address of Shipyard, the surviving corporation, is
Foot of Milford Street, Post Office Box 71506, Charleston, South Carolina 29405.

          SEVENTH: Shipyard, the surviving corporation, hereby: (a) agrees that
it may be served with process in the Commonwealth of Kentucky in any proceeding
for the enforcement of any obligation of Sunset, Redbone or Pike County and in
any proceeding for the enforcement of the rights of any dissenting shareholder
of Sunset, Redbone or Pike County against the surviving corporation; (b)
irrevocably appoints the Secretary of State of Kentucky as its agent to accept
service of process in any such proceeding; (c) agrees that it will promptly pay
to any dissenting shareholder of Sunset, Redbone or Pike County the amount, if
any, to which any such shareholder shall be entitled under the Kentucky Business
Corporation Act with respect to the rights of dissenting shareholders; and (d)
agrees that the courts of Kentucky shall retain jurisdiction over that part of
its corporate property within Kentucky in all matters which may arise as if the
merger described above had not taken place.

          EIGHTH: This Merger shall become effective as of December 31, 1988.

          IN WITNESS WHEREOF, each of the parties to these Articles of Merger
has caused its name to be subscribed by and through its respective duly
authorized officers, as of this the 22d day of December, 1988.

                                      SUNSET COAL COMPANY, a Kentucky
                                      corporation,

                                      By:  /S/  W. G. Meister
                                      Name and Title:  W. G. Meister, President

                                      By:  /S/  S. J. Paul
                                      Name and Title:  S. J. Paul, Secretary


                                      REDBONE COAL COMPANY, INC., a Kentucky
                                      corporation,

                                      By:  /S/  W. G. Meister
                                      Name and Title:  W. G. Meister, President

                                      By:  /S/  S. J. Paul
                                      Name and Title:  S. J. Paul, Secretary


                                      PIKE COUNTY COAL CORPORATION, a Kentucky
                                      corporation,

                                      By:  /S/  W. G. Meister
                                      Name and Title:  W. G. Meister, President

                                      By:  /S/  S. J. Paul
                                      Name and Title:  S. J. Paul, Secretary


                                      SHIPYARD RIVER COAL TERMINAL COMPANY,
                                      a South Carolina corporation,

                                      By:  /S/  N. J. Isto
                                      Name and Title:  N. J. Isto, President

                                      By:  /S/  S. J. Paul
                                      Name and Title:  S. J. Paul, Secretary

                                  VERIFICATION

          The undersigned, being President and Secretary, respectively of SUNSET
COAL COMPANY, a Kentucky corporation, hereby certify that we have read and
understand the foregoing Articles of Merger, that we are informed and believe
the statements contained therein are true, and that we have signed said Articles
of Merger on behalf of SUNSET COAL COMPANY and were authorized to do so.

                                      /S/  W. G. Meister
                                      President

                                      /S/  S. J. Paul
                                      Secretary

STATE OF KENTUCKY

COUNTY OF PIKE

          Subscribed, sworn to and acknowledged before me by W. G. Meister,
President of SUNSET COAL COMPANY, a Kentucky corporation, on behalf of said
corporation, on this 21st day of December, 1988.

My commission expires:  6/19/90

                                    /s/ [illegible]
                                    NOTARY PUBLIC
                                    STATE-AT-LARGE


STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by S. J. Paul,
Secretary of SUNSET COAL COMPANY, a Kentucky corporation, on behalf of said
corporation, on this 22nd day of December, 1988.

My commission expires:  8/25/92

                                    /s/ [illegible]
                                    NOTARY PUBLIC

                                  VERIFICATION

          The undersigned, being President and Secretary, respectively of
REDBONE COAL COMPANY, a Kentucky corporation, hereby certify that we have read
and understand the foregoing Articles of Merger, that we are informed and
believe the statements contained therein are true, and that we have signed said
Articles of Merger on behalf of REDBONE COAL COMPANY and were authorized to do
so.

                                 /S/  W. G. Meister
                                 President

                                 /S/  S. J. Paul
                                 Secretary

STATE OF KENTUCKY
COUNTY OF PIKE

          Subscribed, sworn to and acknowledged before me by W. G. Meister,
President of REDBONE COAL COMPANY, INC., a Kentucky corporation, on behalf of
said corporation, on this 21st day of December, 1988.

My commission expires:  6/19/90

                                /s/ [illegible]
                                NOTARY PUBLIC

STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by S. J. Paul,
Secretary of REDBONE COAL COMPANY, INC., a Kentucky corporation, on behalf of
said corporation, on this 22nd day of December, 1988.

My commission expires:  8/25/92

                               /s/ [illegible]
                               NOTARY PUBLIC


                                  VERIFICATION

          The undersigned, being President and Secretary, respectively of PIKE
COUNTY COAL CORPORATION, a Kentucky corporation, hereby certify that we have
read and understand the foregoing Articles of Merger, that we are informed and
believe the statements contained therein are true, and that we have signed said
Articles of Merger on behalf of PIKE COUNTY COAL CORPORATION and were authorized
to do so.

                              /S/  W. G. Meister
                              President

                              /S/  S. J. Paul
                              Secretary

STATE OF KENTUCKY

COUNTY OF PIKE

          Subscribed, sworn to and acknowledged before me by W. G. Meister,
President of PIKE COUNTY COAL CORPORATION, a Kentucky corporation, on behalf of
said corporation, on this 21st day of December, 1988.

My commission expires:  6/19/90

                             /s/ [illegible]
                             NOTARY PUBLIC

STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by S. J. Paul,
Secretary of PIKE COUNTY COAL CORPORATION, a Kentucky corporation, on behalf of
said corporation, on this 22nd day of December, 1988.

My commission expires:  8/25/92

                               /s/ [illegible]
                               NOTARY PUBLIC

                                  VERIFICATION

          The undersigned, being President and Secretary, respectively of
SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation, hereby
certify that we have read and understand the foregoing Articles of Merger, that
we are informed and believe the statements contained therein are true, and that
we have signed said Articles of Merger on behalf of SHIPYARD RIVER COAL TERMINAL
COMPANY and were authorized to do so.

                              /S/  N. J. Isto
                              President

                              /S/  S. J. Paul
                              Secretary

STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by N. J. Isto,
President of SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation,
on behalf of said corporation, on this 23rd day of December, 1988.

My commission expires:  12/23/91

                              /S/ Mary D. Henry
                              NOTARY PUBLIC

STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by S. J. Paul,
Secretary of SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation,
on behalf of said corporation, on this 22nd day of December, 1988.

My commission expires:  8/25/92

                            /s/ [illegible]
                            NOTARY PUBLIC


THIS INSTRUMENT PREPARED BY:
STOLL, KEENON & PARK
1000 First Security Plaza
Lexington, Kentucky  40507-1380

By:  /S/  J. Mel Camenisch, Jr.





                                 PLAN OF MERGER

          THIS PLAN OF MERGER, by and between SUNSET COAL COMPANY, a Kentucky
Corporation (hereinafter called "Sunset"), REDBONE COAL COMPANY, INC., a
Kentucky corporation (hereinafter called "Redbone"), PIKE COUNTY COAL
CORPORATION, a Kentucky corporation (hereinafter called "Pike County"), and
SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation (hereinafter
called "Shipyard" or the "Surviving Corporation"), and joined in by SHELL COAL
AND TERMINAL COMPANY, a Virginia corporation (hereinafter called "Shell").

                              W I T N E S S E T H:

          THAT WHEREAS, Sunset is a corporation duly organized and validly
existing under the laws of Kentucky having authorized capital stock consisting
solely of one hundred (100) shares of common voting stock having a par value of
$10.00 per share, of which one hundred (100) shares are issued and outstanding
(hereinafter called the "Sunset Stock"); and

          WHEREAS, Redbone is a corporation duly organized and validly existing
under the laws of Kentucky having authorized capital stock consisting solely of
one thousand (1000) shares of common voting stock having a par value of $10.00
per share, of which one hundred (100) shares are issued and outstanding
(hereinafter called the "Redbone Stock"); and

          WHEREAS, Pike County is a corporation duly organized and validly
existing under the laws of Kentucky having authorized capital stock consisting
solely of one thousand (1000) shares of common voting stock having a par value
of $10.00 per share, of which one thousand (1000) shares are issued and
outstanding (hereinafter called the "Pike County Stock"); and

          WHEREAS, Shipyard is a corporation duly organized and validly existing
under the laws of South Carolina having authorized capital stock consisting
solely of ten (10) shares of common voting stock having a par value of $10.00
per share, of which ten (10) shares are issued and outstanding (hereinafter
called the "Shipyard Stock") (the Sunset Stock, Redbone Stock, Pike County Stock
and Shipyard Stock are sometimes hereinafter collectively called the
"Subsidiaries' Stock"); and

          WHEREAS, all issued and outstanding shares of the Subsidiaries' Stock
are now, and at the Effective Time (as hereinafter defined) will be, issued to
and owned by Shell; and

          WHEREAS, the respective Boards of Directors of Sunset, Redbone, Pike
County and Shipyard deem it advisable for the general welfare of the respective
corporations and their respective shareholders that Sunset, Redbone and Pike
County be merged into Shipyard pursuant to a Plan of Merger, and Sunset,
Redbone, Pike County and Shipyard desire to effect such merger pursuant to this
Plan of Merger and pursuant to the applicable provisions of Section 371A.385 of
the Kentucky Revised Statutes (hereinafter "KRS") and Section 33-17-70 of the
Code of Laws of South Carolina (1976), as amended "hereinafter called "S. C.
Code Section 33-17-70");

          NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained, the parties agree as follows:

          (1) MERGER. At the Effective Time (as hereinafter defined), Sunset,
Redbone and Pike County shall be merged with and into Shipyard, which shall
survive the Merger and be the Surviving Corporation. The Merger shall be
effective pursuant to the provisions of and have the effect provided for by
Chapter 271A of the Kentucky Revised Statutes (hereinafter called "KRS") and S.
C. Code Section 33-17-70.

          (2) ARTICLES OF INCORPORATION OF SURVIVING CORPORATION. At and
subsequent to the Effective Time, the Articles of Incorporation of Shipyard
shall continue to be the Articles of Incorporation of the Surviving Corporation.

          (3) EFFECT OF MERGER. At the Effective Time, the corporate existence
of Sunset, Redbone and Pike County shall be merged into and continued in the
Surviving Corporation, with the effect as provided in KRS Section 271A.380 and
S. C. Code Section 33-17-70, as applicable. The Surviving Corporation shall have
all of the rights, privileges, immunities and powers, and be subject to all of
the liabilities, obligations and duties of Sunset, Redbone and Pike County, and
each of them, and shall without the necessity of any conveyance, assignment or
transfer become the owner of all the assets of every kind and character formerly
belonging to Sunset, Redbone and Pike County, and each of them.

          (4) QUALIFICATION OF SURVIVING CORPORATION. The Surviving Corporation
is qualified to transact business in the Commonwealth of Kentucky as required
under the provisions of KRS Chapter 271A regarding the qualification of foreign
corporations. At and after the Effective Time, the Surviving Corporation shall
file all agreements and other documents required under KRS 271A.385.

          (5) LIABILITIES. At and after the Effective Time: (a) The Surviving
Corporation shall be liable for all liabilities of Sunset, Redbone and Pike
County; (b) all debts, liabilities, obligations and contracts of Sunset, Redbone
and Pike County, matured or unmatured, whether accrued, absolute, contingent or
otherwise, whether or not reflected or reserved against on the balance sheets,
books of account or records of Sunset, Redbone and Pike County, shall be those
of the Surviving Corporation and shall not be released or impaired by the
Merger; and (c) all rights of creditors and other obligees and all liens on
property of Sunset, Redbone and Pike County shall be preserved unimpaired
subsequent to the Merger.

          (6) STATUS OF SHARES. At the Effective Time:

               (a)  Each issued and outstanding share of the Shipyard Stock
                    shall remain issued, outstanding and unchanged; and

               (b)  Each issued and outstanding share of the Sunset Stock, the
                    Redbone Stock and the Pike County Stock shall, IPSO FACTO
                    and without any action on the part of the holder thereof, be
                    cancelled.

          (7) CONDITIONS. Consummation of the Merger is conditioned upon
procurement of all governmental, regulatory and other consents and approvals,
completion of all filings, registrations and certifications, and satisfaction of
all other requirements prescribed by this Plan of Merger and by law for
consummation of the Merger.

(8) OFFICERS AND DIRECTORS. The Board of Directors
of the Surviving Corporation shall consist of all persons who are directors of
Shipyard immediately before the Merger becoming effective and the officers of
the Surviving Corporation shall consist of all the persons who are the officers
of Shipyard immediately before the Merger becoming effective.

          (9) EFFECTIVE TIME. Subject to the terms hereof and upon satisfaction
of requirements of law and the conditions specified in this Plan of Merger, the
Effective Time of the Merger shall be December 31, 1988.

          (10) UNDERTAKING AND APPROVAL BY SHELL. Shell, the sole shareholder of
Sunset, Redbone, Pike County and Shipyard, hereby:

               (a)  Joins in this Plan of Merger and undertakes and agrees that
                    it will be bound hereby and will do and perform all the acts
                    and things herein referred to or provided to be done by it.

               (b)  Acknowledges receipt of a copy of this Plan of Merger,
                    waives the written notice and the holding of a shareholders'
                    meeting provided for in KRS Section 271A.365 and S. C. Code
                    Section 33-17-30 and approved, adopts and consents to this
                    Plan of Merger.

          (11) BINDING EFFECT. This Plan of Merger shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns. In the event of the merger and consolidation of Shipyard into or
with any other corporation prior to the Effective Time, this Plan of Merger
shall remain in full force and effect with the Surviving Corporation in any such
merger or consolidation acquiring all the rights and being subject to all the
liabilities, obligations and duties of Shipyard under and pursuant to this Plan
of Merger, including without limitation both the right and the obligation to be
the Surviving Corporation to the Merger provided for in this Plan of Merger.

          IN WITNESS WHEREOF, Sunset, Redbone, Pike County, Shipyard and Shell
have caused this Plan of Merger to be executed by their respective duly
authorized officers on this the 22d day of December, 1988.

                                SUNSET COAL COMPANY, a Kentucky corporation

                                By:  /S/  W. G. Meister
ATTEST:                         Its:  President
/S/  S. J. Paul
Title:  Secretary

                                REDBONE COAL COMPANY, INC., a Kentucky
                                corporation


                                By:  /S/  W. G. Meister
ATTEST:                         Its:  President
/S/  S. J. Paul
Title:  Secretary

                                PIKE COUNTY COAL CORPORATION, a Kentucky
                                corporation

                                By:  /S/  W. G. Meister
ATTEST:                         Its:  President
/S/  S. J. Paul
Title:  Secretary

                                SHIPYARD RIVER COAL TERMINAL COMPANY, a South
                                Carolina corporation

                                By:  /S/  N. J. Isto
ATTEST:                         Its:  President
/S/  S. J. Paul
Title:  Secretary

                                SHELL COAL AND TERMINAL COMPANY, a Virginia
                                corporation

                                By:  /S/  W. G. Meister
ATTEST:                         Its:  Vice President Mining
/S/  S. J. Paul
Title:  Secretary






                           ARTICLES OF MERGER MERGING
                       COOPER RIVER COAL TERMINAL COMPANY,
                       A SOUTH CAROLINA CORPORATION, INTO
                      SHIPYARD RIVER COAL TERMINAL COMPANY,
                          A SOUTH CAROLINA CORPORATION

          The following Articles of Merger are hereby executed and adopted by
the undersigned corporations, pursuant to Section 33-17-70 ET SEQ. of the Code
of Laws of South Carolina (1976), as amended (hereinafter "S. C. Code Section
33-17-70 ET SEQ.) for the purpose of merging COOPER RIVER COAL TERMINAL COMPANY,
a South Carolina corporation (hereinafter called "Cooper River"), with and into
SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation (hereinafter
called "Shipyard");

          FIRST: The Plan of Merger, which is attached hereto as Exhibit "A" and
incorporated herein by reference, has been approved and adopted by Cooper River
and Shipyard in the manner required by S. C. Code Section 33-17-70 ET SEQ. and
satisfies the requirements for a merger of Cooper River into Shipyard in the
manner prescribed by S. C. Code Section 33-17-70 ET SEQ.


          SECOND: Cooper River, by and through its President and Secretary,
hereby certifies that it has only one class of authorized stock, to wit: common
voting stock with par value of $1.00 per share; and that on the date on which
the Plan of Merger was adopted and on the date hereof there was issued and
outstanding one thousand (1,000) shares of common voting stock. Shipyard, by and
through its President and Secretary, hereby certifies that it has only one class
of authorized stock, to wit: common voting stock with par value of $10.00 per
share; and that on the date on which the Plan of Merger was adopted and on the
date hereof there was issued and outstanding ten (10) shares of common voting
stock.

          THIRD: The Plan of Merger was approved by the unanimous written
consent of the Board of Directors of each of Cooper River and Shipyard on
December 22, 1988.

          FOURTH: The Plan of Merger was approved by the unanimous written
consent of the sole shareholder of each of Cooper River and Shipyard on December
22, 1988.

          FIFTH: Pursuant to the Plan of Merger, the surviving corporation shall
be Shipyard, with one class of authorized stock, to wit: common voting stock
with par value of $10.00 per share; and on the date on which these Articles of
Merger are effective there shall be issued and outstanding ten (10) shares of
common voting stock.

          SIXTH: The current address of Shipyard, the surviving corporation, is
Foot of Milford Street, Post Office Box 71506, Charleston, South Carolina 29405.

          SEVENTH: This Merger shall become effective as of December 31, 1988.

          IN WITNESS WHEREOF, each of the parties to these Articles of Merger
has caused its name to be subscribed by and through its respective duly
authorized officers, as of this the 22d day of December, 1988. COOPER RIVER COAL
COMPANY, a South Carolina corporation,

                                          By:  /S/  M. R. Grover
                                          Name and Title:  M. R. Grover,
                                                           Vice President

                                          By:  /S/  S. J. Paul
                                          Name and Title:  S. J. Paul, Secretary


                                          SHIPYARD RIVER COAL TERMINAL COMPANY,
                                          a South Carolina corporation,

                                          By:  /S/  N. J. Isto
                                          Name and Title:  N. J. Isto, President

                                          By:  /S/  S. J. Paul
                                          Name and Title:  S. J. Paul, Secretary






                                  VERIFICATION

          The undersigned, being President and Secretary, respectively of COOPER
RIVER COAL TERMINAL COMPANY, hereby certify that we have read and understand the
foregoing Articles of Merger, that we are informed and believe the statements
contained therein are true, and that we have signed said Articles of Merger on
behalf of Cooper River Coal Terminal Company and were authorized to do so.

                                          /S/  M. R. Grover
                                          Vice President

                                          /S/  S. J. Paul
                                          Secretary

STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by M. R. Grover, Vice
President of COOPER RIVER COAL TERMINAL COMPANY, a South Carolina corporation,
on behalf of said corporation, on this 22nd day of December, 1988.

My commission expires:  12/23/91

                                          /s/ Mary D. Henry
                                          NOTARY PUBLIC

STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by S. J. Paul,
Secretary of COOPER RIVER COAL TERMINAL COMPANY, a South Carolina corporation,
on behalf of said corporation, on this 22nd day of December, 1988.

My commission expires:  8/25/92

                                          /s/ [illegible]
                                          NOTARY PUBLIC





                                  VERIFICATION

          The undersigned, being President and Secretary, respectively of
SHIPYARD RIVER COAL TERMINAL COMPANY, hereby certify that we have read and
understand the foregoing Articles of Merger, that we are informed and believe
the statements contained therein are true, and that we have signed said Articles
of Merger on behalf of Shipyard River Coal Terminal, Inc. and were authorized to
do so.

                                        /S/  N. J. Isto
                                        President

                                        /S/  S. J. Paul
                                        Secretary

STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by N. J. Isto,
President of SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation,
on behalf of said corporation, on this 22nd day of December, 1988.

My commission expires:  12/23/91

                                       /S/ Mary D. Henry
                                       NOTARY PUBLIC

STATE OF TEXAS

COUNTY OF HARRIS

          Subscribed, sworn to and acknowledged before me by S. J. Paul,
Secretary of SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation,
on behalf of said corporation, on this 22nd day of December, 1988.

My commission expires:  8/25/92

                                       /s/ [illegible]
                                       NOTARY PUBLIC





                                 PLAN OF MERGER


          THIS PLAN OF MERGER, by and between COOPER RIVER COAL TERMINAL
COMPANY, a South Carolina corporation (hereinafter called "Cooper River"), and
SHIPYARD RIVER COAL TERMINAL COMPANY, a South Carolina corporation (hereinafter
called "Shipyard" or the "Surviving Corporation"), and joined in by SHELL COAL
AND TERMINAL COMPANY, a Virginia corporation (hereinafter called "Shell").

                              W I T N E S S E T H:

          THAT WHEREAS, Cooper River is a corporation duly organized and validly
existing under the laws of South Carolina having authorized capital stock
consisting solely of one hundred thousand (100,000) shares of common voting
stock having a par value of $1.00 per share, of which one thousand (1,000)
shares are issued and outstanding (hereinafter called the "Cooper River Stock");
and

          WHEREAS, Shipyard is a corporation duly organized and validly existing
under the laws of South Carolina having authorized capital stock consisting
solely of ten (10) shares of common voting stock having a par value of $10.00
per share, of which ten (10) shares are issued and outstanding (hereinafter
called the "Shipyard Stock"); and

          WHEREAS, all issued and outstanding shares of the Cooper River Stock
are now, and at the Effective Time (as hereinafter defined) will be, issued to
and owned by Shipyard; and

          WHEREAS, the respective Boards of Directors of Cooper River and
Shipyard deem it advisable for the general welfare of the respective
corporations and their respective shareholders that Cooper River be merged into
Shipyard pursuant to a Plan of Merger, and Cooper River and Shipyard desire to
effect such merger pursuant to this Plan of Merger and pursuant to the
applicable provisions of Section 33-17-70 ET SEQ. of the Code of Laws of South
Carolina (1976), as amended "hereinafter called "S.C. Code Section 33-17-70 ET
SEQ.");

          NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained, the parties agree as follows:

          (1) MERGER. At the Effective Time (as hereinafter defined), Cooper
River shall be merged with and into Shipyard, which shall survive the Merger and
be the Surviving Corporation. The Merger shall be effective pursuant to the
provisions of and have the effect provided for by S.C. Code Section 33-17-70 ET
SEQ.

          (2) ARTICLES OF INCORPORATION OF SURVIVING CORPORATION. At and
subsequent to the Effective Time, the Articles of Incorporation of Shipyard
shall continue to be the Articles of Incorporation of the Surviving Corporation.

          (3) EFFECT OF MERGER. At the Effective Time, the corporate existence
of Cooper River shall be merged into and continued in the Surviving Corporation,
with the effect as provided in S.C. Code Section 33-17-70 ET SEQ. The Surviving
Corporation shall have all of the rights, privileges, immunities and powers, and
be subject to all of the liabilities, obligations and duties of Cooper River,
and shall, without the necessity of any conveyance, assignment or transfer,
become the owner of all the assets of every kind and character formerly
belonging to Cooper River.

          (4) LIABILITIES. At and after the Effective Time: (a) The Surviving
Corporation shall be liable for all liabilities of Cooper River; (b) all debts,
liabilities, obligations and contracts of Cooper River, matured or unmatured,
whether accrued, absolute, contingent or otherwise, whether or not reflected or
reserved against on the balance sheets, books of account or records of Cooper
River, shall be those of the Surviving Corporation and shall not be released or
impaired by the Merger; and (c) all rights of creditors and other obligees and
all liens on property of Cooper River shall be preserved unimpaired subsequent
to the Merger.

          (5) STATUS OF SHARES. At the Effective Time:

               (a)  Each issued and outstanding share of the Shipyard Stock
                    shall remain issued, outstanding and unchanged; and

               (b)  Each issued and outstanding share of the Cooper River Stock
                    shall, IPSO FACTO and without any action on the part of the
                    holder thereof, be cancelled.

          (6) CONDITIONS. Consummation of the Merger is conditioned upon
procurement of all governmental, regulatory and other consents and approvals,
completion of all filings, registrations and certifications, and satisfaction of
all other requirements prescribed by this Plan of Merger and by law for
consummation of the Merger.

          (7) OFFICERS AND DIRECTORS. The Board of Directors of the Surviving
Corporation shall consist of all persons who are directors of Shipyard
immediately before the Merger becoming effective and the officers of the
Surviving Corporation shall consist of all the persons who are the officers of
Shipyard immediately before the Merger becoming effective.

          (8) EFFECTIVE TIME. Subject to the terms hereof and upon satisfaction
of requirements of law and the conditions specified in this Plan of Merger,
the Effective Time of the Merger shall be December 31, 1988.

          (9) UNDERTAKING AND APPROVAL BY SHAREHOLDERS. (a) Shell, the sole
shareholder of Shipyard, hereby:

                    (i)  Joins in this Plan of Merger and undertakes and agrees
                         that it will be bound hereby and will do and perform
                         all the acts and things herein referred to or provided
                         to be done by it.

                    (ii) Acknowledges receipt of a copy of this Plan of Merger,
                         waives the written notice and the holding of a
                         shareholders' meeting provided for in S.C. Code Section
                         33-17-30 ET SEQ. and -- --- approved, adopts and
                         consents to this Plan of Merger.

               (b)  Shipyard as the sole shareholder of Cooper River hereby:

                    (i)  Joins in this Plan of Merger and undertakes and agrees
                         that it will be bound hereby and will do and perform
                         all the acts and things herein referred to or provided
                         to be done by it.

                    (ii) Acknowledges receipt of a copy of this Plan of Merger,
                         waives the written notice and the holding of a
                         shareholders' meeting provided for in S.C. Code Section
                         33-17-30 ET SEQ. and approved, adopts and consents to
                         this Plan of Merger.

          (10) BINDING EFFECT. This Plan of Merger shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns. In the event of the merger and consolidation of Shipyard into or
with any other corporation prior to the Effective Time, this Plan of Merger
shall remain in full force and effect with the Surviving Corporation in any such
merger or consolidation acquiring all the rights and being subject to all the
liabilities, obligations and duties of Shipyard under and pursuant to this Plan
of Merger, including without limitation both the right and the obligation to be
the Surviving Corporation to the Merger provided for in this Plan of Merger.

          (11) WAIVER OF RIGHTS OF DISSENT. Shipyard acknowledges and agrees
that it is aware of its rights of dissent pursuant to Section 33-11-270 of the
Code of Laws of South Carolina (1976), as amended, and that it hereby waives
those rights and any other rights of dissent, whether created by statute or
common law.

          IN WITNESS WHEREOF, Cooper River, Shipyard and Shell have caused this
Plan of Merger to be executed by their respective duly authorized officers on
this the 22d day of December, 1988.

                                           COOPER RIVER COAL TERMINAL COMPANY,
                                           a South Carolina corporation
                                           By:  /S/  M. R. Grover
ATTEST:                                    Its:  Vice President
/S/  S. J. Paul
Title:  Secretary


                                           SHIPYARD RIVER COAL TERMINAL COMPANY,
                                           a South Carolina corporation

                                           By:  /S/  N. J. Isto
ATTEST:                                    Its:  President
/S/  S. J. Paul
Title:  Secretary


SHELL COAL AND TERMINAL COMPANY,
a Virginia corporation

                                           By:  /S/  W. G. Meister
ATTEST:                                    Its:  Vice President Mining
/S/  S. J. Paul
Title:  Secretary





                        CERTIFICATE OF MERGER PURSUANT TO
             SECTION 33-17-70, S. C. CODE OF LAWS, AS AMENDED, 1976


          The undersigned, as counsel for Shipyard River Coal Terminal Company,
(Shipyard) hereby certifies, pursuant to Section 33-17-70, S. C. Code of Laws,
as amended, 1976; that all actions necessary to render the mergers of Cooper
River Coal Terminal Company, a South Carolina corporation ("Cooper River");
Sunset Coal Company, a Kentucky corporation ("Sunset"); Redbone Coal Company,
Inc., a Kentucky corporation ("Redbone"); and Pike County Coal Corporation, a
Kentucky corporation ("Pike"), collectively into Shipyard have been taken and
each of these mergers has become effective under the laws of the States of South
Carolina and Kentucky as applicable. No further actions are required pursuant to
Kentucky law relative to the mergers of Sunset, Redbone and Pike into Shipyard,
and those mergers were concluded upon filing with the Secretary of State for the
State of Kentucky and became effective within thirty (30) days of the date of
this Certificate. Upon acceptance and filing of this Certificate by the Office
of the Secretary of State for the State of South Carolina, all actions necessary
or convenient to the mergers of Cooper River, Sunset, Redbone and Pike into
Shipyard will have been concluded pursuant to applicable South Carolina
statutes.

                                         NELSON, MULLINS, RILEY & SCARBOROUGH


                                         By:  /S/  J. Douglas Nunn, Jr.
                                              P. O. Box 11070
                                              Columbia, SC  29211
                                              (803)  799-2000

                                         Counsel to Shipyard River Coal Terminal
                                         Company, a South  Carolina corporation


January 19, 1989
Columbia, South Carolina





                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                      NOTICE OF CHANGE OF REGISTERED OFFICE
                           OR REGISTERED AGENT OR BOTH
                               OF A SOUTH CAROLINA
                             OR FOREIGN CORPORATION

          Pursuant to ss.ss.33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.

1.        The name of the corporation is SHIPYARD RIVER COAL TERMINAL COMPANY.

2.        The corporation is (complete either a or b, whichever is applicable);

          a.   a domestic corporation incorporated in South Carolina on January
               23, 1981; or

          b.   a foreign corporation incorporated in (state) on (date), and
               authorized to do business in South Carolina on (date).

3.        The street address of the current registered office in South Carolina
          is Two Shelter Centre in the city of Greenville, South Carolina 29602.

4.        If the current registered office is to be changed, the street address
          to which its registered office is to be changed is 2019 Park Street in
          the City of Columbia, South Carolina 29201.

5.        The name of the present registered agent is C T Corporation System.

6.        If the current registered agent is to be changed, the name of the
          successor registered agent is The Prentice-Hall Corporation System,
          Inc.

          o    I hereby consent to the appointment as registered agent of the
               corporation:

                                   The Prentice-Hall Corporation System, Inc.

                                    By:  [illegible]
                                           (signature of New Registered Agent)
                                    [illegible]

7.        The address of the registered office and the address of the business
          office of the registered agent, as changed, will be identical.

8.        Unless a delayed date is specified, this application will be effective
          upon acceptance for filing by the Secretary of State
          (Seess.33-1-230(b)): ___________________________.

          Pursuant to ss.ss.33-9-102(5) and 33-19-108(5), the written consent of
          the registered agent may be attached to this form.

9.        Dated this 10 day of January, 1990.


                                      SHIPYARD RIVER COAL TERMINAL COMPANY

                                      By:  /S/  S. J. Paul
                                      Name and Title:  S. J. Paul, Secretary



                               FILING INSTRUCTIONS

1.        Two copies of this form, the original and either a duplicate original
          or a conformed copy, must be filed.

2.        Filing Fee (payable to the Secretary of State at the time of filing
          this document) -- $10.00

3.        Pursuant to ss.33-5-102(b), the registered agent can file this form
          when the only change is changing the street address of the registered
          office. In this situation, the following statement should be typed on
          the form above the registered agent's signature: The corporation has
          been notified of this change.



                                              Form Approved by South Carolina
                                                      Secretary of State 1/89





                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                               ARTICLES OF MERGER
                                OR SHARE EXCHANGE


          Pursuant to ss.33-11-105 of the 1976 South Carolina Code, as amended,
the undersigned as the surviving corporation in a merger or the acquiring
corporation in a share exchange, as the case may be, hereby submits the
following information:

1.        The name of the surviving or acquiring corporation is Shipyard River
          Coal Terminal Company.

2.        Attached hereto and made a part hereof is a copy of the Plan or Merger
          or Share Exchange (see ss.ss.33-11-101 (merger) 33-11-102 (share
          exchange, 33-11-104 (merger of subsidiary into parent) 33-11-107
          (merger or share exchange with a foreign corporation), and 33-11-108
          (merger of a parent corporation into one of its subsidiaries).

3.        Complete the following information to the extent it is relevant with
          respect to each corporation which is a party to the transaction:

          (a)  Name of the corporation Shipyard River Coal Terminal Company
               Complete either (1) or )2), whichever is applicable:

               (1)  [ ]    Shareholder  approval of the merger or stock
                           exchange was not  required  (See s.ss.33-11-103(h),
                           33-11-104(a), and 33-11-108(a)).

               (2)  |X|    The Plan of Merger or Share Exchange was duly
                           approved by  shareholders of the corporation as
                           follows:



                            Number of            Number of          Number of Votes
       Voting              Outstanding        Votes Entitled       Represented at the         Number of Undisputed*
       Group                 Shares             to be Cast              meeting                   Shares Voted
- ---------------------    ----------------     ----------------    ---------------------     ------------ ----------
                                                                                               
    Common Stock               100                  100                   100                   100           0



*NOTE:    Pursuant to the Section 33-11-105(a)(3)(ii), the corporation can
          alternatively state the total number of undisputed shares cast for the
          amendment by each voting group together with a statement that the
          number case for the amendment by each voting group was sufficient for
          approval by that voting group.

          (b)  Name of the corporation: Basin Resources, Inc. Complete either
               (1) or )2), whichever is applicable:

               (1)   [ ]  Shareholder  approval of the merger or stock  exchange
                          was not  required  (See ss.ss.33-11-103(h),
                          33-11-104(a), and 33-11-108(a)).

               (2)   |X|  The Plan of Merger or Share Exchange was duly approved
                          by shareholders of the corporation as follows:



                            Number of            Number of          Number of Votes           Number of Undisputed*
       Voting              Outstanding        Votes Entitled       Represented at the            Shares Voted
       Group                 Shares             to be Cast              meeting                 For        Against
 -------------------    ----------------     ----------------    ---------------------     ------------ -------------
                                                                                               
    Common Stock               100                  100                   100                   100           0


*NOTE:    Pursuant to the Section 33-11-105(a)(3)(__), the corporation can
          alternatively state the total number of undisputed shares cast for the
          amendment by each voting group together with a statement that the
          number case for the amendment by each voting group was sufficient for
          approval by that voting group.

4.        Unless a delayed date is specified, this application will be effective
          upon acceptance for filing by the Secretary of State
          (Seess.33-1-230(b)): __________________________.


Date:  December 8, 1994
                                           Shipyard River Coal Terminal Company

                                           By:  /S/  Michael A. Kafoury
                                           Name and Office:  Michael A. Kafoury,
                                                             Secretary


                               FILING INSTRUCTIONS

1.        Two copies of this form, the original and either a duplicate original
          or a conformed copy, must be filed.

2.        Filing Fee (payable to the Secretary of State at the time of filing of
          this document.)

                              Filing Fees                         $ 10.00
                              Filing Tax                           100.00

3.        TWO COPIES OF THE PLAN OF MERGER OR SHARE EXCHANGE MUST BE FILED WITH
          THIS FORM AS AN ATTACHMENT.


                                                 Form Approved by South Carolina
                                                 Secretary of State 1/89





                          AGREEMENT AND PLAN OF MERGER

          This Agreement and Plan of Merger dated as of December 8, 1994,
between Basin Resources, Inc., a Delaware corporation ("Basin"), and Shipyard
River Coal Terminal Company, a South Carolina corporation ("Shipyard"), (Basin
and Shipyard collectively shall be the "Constituent Corporations")(the
"Agreement").

          WHEREAS, Basin is a corporation duly organized and existing under the
laws of the State of Delaware with an authorized capital stock of 100 shares of
common stock, with a part value of $0.01 per share, (the "Basin Common Stock")
of which 100 shares of the Basin Common Stock are issued and outstanding as of
the date of this Agreement;

          WHEREAS, Shipyard is a corporation duly organized and existing under
the laws of the State of South Carolina with an authorized capital stock of 100
shares of common stock, with a par value of $10.00 per share, (the "Shipyard
Common Stock") of which 100 shares of the Shipyard Common Stock are issued and
outstanding as of the date of this Agreement;

          WHEREAS, the respective board of directors of each of the Constituent
Corporations have determined that it is in each of their best interests to
effect certain exchanges and other transactions described in this agreement,
that Basin merge with and into Shipyard with Shipyard being the surviving
corporation, and that the directors and stockholders of each of the Constituent
Corporations have approved the merger on the terms and conditions set forth
herein in accordance with the applicable provisions of the laws of the State of
South Carolina;

          NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereby agree that, in accordance with the
applicable statutes of the State of South Carolina, Basin shall be merged into
Shipyard, with Shipyard being the surviving corporation, and that the terms and
conditions of such merger (the "Merger"), the mode of carrying it into effect
and the manner and basis of converting the shares effected by the Merger shall
be as follows:

1. THE MERGER. Upon the terms and conditions hereinafter set forth and in
accordance with the Business Corporation Act of South Carolina, on the day of
the Effective Time, Basin shall be merged with and into Shipyard and thereupon
the separate existence of Basin shall cease, and Shipyard, as the surviving
corporation (the "Surviving Corporation"), shall continue to exist under and be
governed by the Business Corporation Act of the State of South Carolina.

          1.   FILING. Basin and Shipyard will cause the Articles of Merger, in
               compliance with the provisions of applicable law to be executed
               and filed with the Secretary of State of South Carolina (the
               "Articles of Merger").

          2.   EFFECTIVE DATE OF MERGER. The Merger shall become effective
               immediately upon the filing of the Articles of Merger with the
               Secretary of State of South Carolina (the "Effective Time").

          3.   CERTIFICATE OF INCORPORATION AND BY-LAWS. At the Effective Time,
               the Certificate of Incorporation of Shipyard shall be the
               Certificate of Incorporation of the Surviving Corporation. The
               by-laws of Shipyard shall be the by-laws of the Surviving
               Corporation.

          4.   DIRECTORS AND OFFICERS. The persons who are directors of Shipyard
               immediately prior to the Effective Time shall, after the
               Effective Time, serve as the directors of the Surviving
               Corporation, and the officers of Shipyard immediately prior to
               the Effective Time shall, after the Effective Time, serve as the
               officers of the Surviving Corporation; in each case, such
               directors and officers to serve until their successors have been
               duly elected and qualified in accordance with the Certificate of
               Incorporation and the by-laws of the Surviving Corporation,
               respectively.

          5.   CONVERSION. At the Effective Time, by virtue of the Merger and
               without any action on the part of the holders of the Basin Common
               Stock, each share of the Basin Common Stock, which is issued and
               outstanding immediately prior to the Effective Time, shall be
               cancelled and shall reflect no interest in the surviving
               corporation.

          6.   EFFECT OF MERGER. On and after the Effective Time, the Surviving
               Corporation shall possess all the assets of every description,
               and every interest in the assets, wherever located, and the
               rights, privileges, immunities, powers, franchises and authority,
               of a public as well as a private nature, of each of Basin and
               Shipyard and all obligations belonging to or due to each of Basin
               and Shipyard, all of which vested in the Surviving Corporation
               without further act or deed. The Surviving Corporation shall be
               liable for all the obligations of Basin and Shipyard; any claim
               existing, or action or proceeding pending, by or against Basin or
               Shipyard may be prosecuted to judgment, with right of appeal, as
               if the Merger had not taken place, or the Surviving Corporation
               may be substituted in its place; and all the rights of creditors
               of each of Basin and Shipyard shall be preserved unimpaired.

                                    * * * * *

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.




BASIN RESOURCES, INC.                     SHIPYARD RIVER COAL TERMINAL COMPANY

By:  /S/  William A. Miller               By:  /S/  Kevin L. Yocum
Name:  William A. Miller                  Name:  Kevin L. Yocum
Title:  Vice President                    Title:  Vice President

Attest:                                   Attest:

By:  /S/  Patricia A. Britton             By:  /S/  Michael A. Kafoury
Name:  Patricia A. Britton                Name:  Michael A. Kafoury
Title:  Secretary                         Title:  Secretary





                          AGREEMENT AND PLAN OF MERGER

          This Agreement and Plan of Merger dated as of December 8, 1994,
between Basin Resources, Inc., a Delaware corporation ("Basin"), and Shipyard
River Coal Terminal Company, a South Carolina corporation ("Shipyard"), (Basin
and Shipyard collectively shall be the "Constituent Corporations")(the
"Agreement").

          WHEREAS, Basin is a corporation duly organized and existing under the
laws of the State of Delaware with an authorized capital stock of 100 shares of
common stock, with a part value of $0.01 per share, (the "Basin Common Stock")
of which 100 shares of the Basin Common Stock are issued and outstanding as of
the date of this Agreement;

          WHEREAS, Shipyard is a corporation duly organized and existing under
the laws of the State of South Carolina with an authorized capital stock of 100
shares of common stock, with a par value of $10.00 per share, (the "Shipyard
Common Stock") of which 100 shares of the Shipyard Common Stock are issued and
outstanding as of the date of this Agreement;

          WHEREAS, the respective board of directors of each of the Constituent
Corporations have determined that it is in each of their best interests to
effect certain exchanges and other transactions described in this agreement,
that Basin merge with and into Shipyard with Shipyard being the surviving
corporation, and that the directors and stockholders of each of the Constituent
Corporations have approved the merger on the terms and conditions set forth
herein in accordance with the applicable provisions of the laws of the State of
South Carolina;

          NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereby agree that, in accordance with the
applicable statutes of the State of South Carolina, Basin shall be merged into
Shipyard, with Shipyard being the surviving corporation, and that the terms and
conditions of such merger (the "Merger"), the mode of carrying it into effect
and the manner and basis of converting the shares effected by the Merger shall
be as follows:

1. THE MERGER. Upon the terms and conditions hereinafter set forth and in
accordance with the Business Corporation Act of South Carolina, on the day of
the Effective Time, Basin shall be merged with and into Shipyard and thereupon
the separate existence of Basin shall cease, and Shipyard, as the surviving
corporation (the "Surviving Corporation"), shall continue to exist under and be
governed by the Business Corporation Act of the State of South Carolina.

          1.   FILING. Basin and Shipyard will cause the Articles of Merger, in
               compliance with the provisions of applicable law to be executed
               and filed with the Secretary of State of South Carolina (the
               "Articles of Merger").

          2.   EFFECTIVE DATE OF MERGER. The Merger shall become effective
               immediately upon the filing of the Articles of Merger with the
               Secretary of State of South Carolina (the "Effective Time").

          3.   CERTIFICATE OF INCORPORATION AND BY-LAWS. At the Effective Time,
               the Certificate of Incorporation of Shipyard shall be the
               Certificate of Incorporation of the Surviving Corporation. The
               by-laws of Shipyard shall be the by-laws of the Surviving
               Corporation.

          4.   DIRECTORS AND OFFICERS. The persons who are directors of Shipyard
               immediately prior to the Effective Time shall, after the
               Effective Time, serve as the directors of the Surviving
               Corporation, and the officers of Shipyard immediately prior to
               the Effective Time shall, after the Effective Time, serve as the
               officers of the Surviving Corporation; in each case, such
               directors and officers to serve until their successors have been
               duly elected and qualified in accordance with the Certificate of
               Incorporation and the by-laws of the Surviving Corporation,
               respectively.

          5.   CONVERSION. At the Effective Time, by virtue of the Merger and
               without any action on the part of the holders of the Basin Common
               Stock, each share of the Basin Common Stock, which is issued and
               outstanding immediately prior to the Effective Time, shall be
               cancelled and shall reflect no interest in the surviving
               corporation.

          6.   EFFECT OF MERGER. On and after the Effective Time, the Surviving
               Corporation shall possess all the assets of every description,
               and every interest in the assets, wherever located, and the
               rights, privileges, immunities, powers, franchises and authority,
               of a public as well as a private nature, of each of Basin and
               Shipyard and all obligations belonging to or due to each of Basin
               and Shipyard, all of which vested in the Surviving Corporation
               without further act or deed. The Surviving Corporation shall be
               liable for all the obligations of Basin and Shipyard; any claim
               existing, or action or proceeding pending, by or against Basin or
               Shipyard may be prosecuted to judgment, with right of appeal, as
               if the Merger had not taken place, or the Surviving Corporation
               may be substituted in its place; and all the rights of creditors
               of each of Basin and Shipyard shall be preserved unimpaired.

                                    * * * * *

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.

BASIN RESOURCES, INC.                    SHIPYARD RIVER COAL TERMINAL COMPANY

By:  /S/  William A. Miller              By:  /S/  Kevin L. Yocum
Name:  William A. Miller                 Name:  Kevin L. Yocum
Title:  Vice President                   Title:  Vice President

Attest:                                  Attest:

By:  /S/  Patricia A. Britton            By:  /S/  Michael A. Kafoury
Name:  Patricia A. Britton               Name:  Michael A. Kafoury
Title:  Secretary                        Title:  Secretary





                AGENT'S STATEMENT OF CHANGE OF REGISTERED OFFICE
                   OF A SOUTH CAROLINA OR FOREIGN CORPORATION

Pursuant to Section 33-5-102 and 33-15-108 of the 1976 South Carolina Code, as
amended, the undersigned registered agent submits the following information for
the purpose of changing the registered office address of the following
corporation in the State of South Carolina.

1.        The name of the corporation is

               SHIPYARD RIVER COAL TERMINAL COMPANY

2.        The sate of incorporation is

               SC

3.        Date of incorporation or qualification in South Carolina is

               1/23/81

4.        The name of the current registered agent is

               THE PRENTICE-HALL CORPORATION SYSTEM, INC.

5.        The street address of the current registered office in South Carolina
          is

               2019 PARK STREET
               COLUMBIA, SC  29201

6.        The street address to which the registered office is changed to

               1301 GERVAIS STREET
               COLUMBIA, SOUTH CAROLINA  29201

7.        The address of the registered office and the address of the business
          office of the registered agent as changed, will be identical.

8.       The above named corporation has been notified of the change.

Dated:  June 10, 1999

                                  THE PRENTICE-HALL CORPORATION SYSTEM, INC.
                                                   (As Registered Agent)

                                  By:  /S/  John H. Pelletier
                                  Name and Title:  John H. Pelletier, Asst. VP





                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                      NOTICE OF CHANGE OF REGISTERED OFFICE
                           OR REGISTERED AGENT OR BOTH
                               OF A SOUTH CAROLINA
                             OR FOREIGN CORPORATION

          Pursuant to ss.ss.33-5-102 and 33-15-108 of the 1976 South Carolina
Code, as amended, the undersigned corporation submits the following information.

1.        The name of the corporation is Shipyard River Coal Terminal Company.

2.        The corporation is (complete either a or b, whichever is applicable);

          a.   a domestic corporation incorporated in South Carolina on January
               23, 1981; or

          b.   a foreign corporation incorporated in (state) on (date), and
               authorized to do business in South Carolina on (date).

3.        The street address of the current registered office in South Carolina
          is 2019 Park Street in the city of Columbia, SC South Carolina (Zip
          Code).

4.        If the current registered office is to be changed, the street address
          to which its registered office is to be changed is c/o C T Corporation
          System, 75 Beattie Place, Two Insignia Financial Plaza in the City of
          Greenville, South Carolina 29601.

5.        The name of the present registered agent is Prentice Hall Corporation.

6.        If the current registered agent is to be changed, the name of the
          successor registered agent is C T Corporation System.

          o    I hereby consent to the appointment as registered agent of the
               corporation:


                             /S/  C. A. Record
                             By:  C. A. Record, Asst. Secretary
                                    (signature of New Registered Agent)

7.        The address of the registered office and the address of the business
          office of the registered agent, as changed, will be identical.

8.        Unless a delayed date is specified, this application will be effective
          upon acceptance for filing by the Secretary of State
          (Seess.33-1-230(b)): __________________________.


*         Pursuant toss.ss.33-9-102(5) and 33-19-108(5), the written consent of
          the registered agent may be attached to this form.

9.        Dated this 21st day of May, 1999.


                                      Shipyard River Coal Terminal Company

                                      By:  /S/  Kevin Crutchfield
                                      Name and Title:  Kevin Crutchfield,
                                                       President




                               FILING INSTRUCTIONS

1.        Two copies of this form, the original and either a duplicate original
          or a conformed copy, must be filed.

2.        Filing Fee (payable to the Secretary of State at the time of filing
          this document) -- $10.00

3.        Pursuant to ss.33-5-102(b), the registered agent can file this form
          when the only change is changing the street address of the registered
          office. In this situation, the following statement should be typed on
          the form above the registered agent's signature: "The corporation has
          been notified of this change."











                                               Form Approved by South Carolina
                                                       Secretary of State 1/89

EX-3

Exhibit 3.68(a)

ARTICLES OF INCORPORATION

OF

STRAIGHT CREEK RESOURCES. INC.

           We, the undersigned. acting as Incorporators of a corporation under the Kentucky Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

           FIRST: The name of the corporation is:

STRAIGHT CREEK RESOURCES, INC.

           SECOND: The period of Its duration is perpetual.

           THIRD: The purpose or purposes for which the corporation is organized are:

          To engage in the transaction of any or all lawful business for which corporations may be incorporated tinder the provisions of the Kentucky Business Corporation Act.

           FOURTH: The aggregate number of shares which the corporation shall have authority to Issue is one thousand (1000) of the par value of One Dollar ($1.00) each.

           FIFTH: The preemptive rights to shareholders to acquire additional or treasury shares of the corporation are denied.

           SIXTH: The post office address of its initial registered office is Kentucky Home Life Building. c/o C T Corporation System. Louisville, Kentucky 40202, and the name of its initial registered agent at such address is C. T. Corporation System.

           SEVENTH: The number of directors constituting the initial Board of Directors of the corporation is three (3) 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 are:

NAME

POST OFFICE ADDRESS

DONALD P. BELLUM
7000 South Yosemite StreetEnglewood,
Colorado 80112

CHESTER B. STONE, JR.
7000 South Yosemite StreetEnglewood,
Colorado 80112

PHILIP C. WOLF
7000 South Yosemite StreetEnglewood,
Colorado 80112

EIGHTH:
The name and post office address of each incorporator is:

NAME

POST OFFICE ADDRESS

V. M. OMSTEAD 1700 Broadway
Denver, Colorado 80290

P. J. FITZGIBBON 1700 Broadway
Denver, Colorado 80290

N. A. AUERBACH 1700 Broadway
Denver, Colorado 80290

Dated: July 24, 1984


/s V. M. Omstead                                 
V. M. OMSTEAD

/s P. J. Fitzgibbon                                 
P.J. FITZGIBBON

/s N. A. Auerbach                                 
/s N. A. AUERBACH

STATE OF COLORADO

COUNTY OF DENVER )
)
)

           I, CORINNE M. LUDE, a notary public, do hereby certify that on this 24th day of July, 1984, personally appeared before me, V. M. OMSTEAD, P. J. FITZGIBBON, and N. A. AUERBACH who being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

/s Corinne M. Lude                                 
CORINNE M. LUDE
Notary Public


Commission Expires: 7/5/85

Prepared by:                                 
                    WILLIAM H. CANN, Attorney
                    7000 South Yosemite Street
                    Englewood, Colorado 80112

July 23, 1984

To:     Secretary of State of the
            State of Kentucky

Straight Creek Mining Company, a Kentucky corporation, hereby consents to the use of the name Straight Creek Resources, Inc. by a corporation to be formed under the laws of the State of Kentucky, the Articles of Incorporation of which are being filed concurrently with this consent.

In witness whereof the undersigned have set their hands and the seal of Straight Creek Mining Company this 23rd day of July 1984.

STRAIGHT CREEK MINING COMPANY


by:                                                       
     /s Chester B. Stone, Jr.
     Chester B. Stone, Jr.Vice President

Attest:


/s W. H. Cann                                
W. H. Cann, Secretary

STATE OF COLORADO

COUNTY OF DENVER )
)
)

The foregoing instrument was acknowledged before me this 23rd day of July, 1984 by Chester B. Stone, Jr., Vice President and W. H. Cann, Secretary of Straight Creek Mining Company, a Kentucky corporation.

Witness my hand and official seal.

/s Nancy L. Novotny                                 
Notary Public
Nancy L. Novotny
700 S. Yosemite Street
Englewood, Colorado 80112

My commission expires September 29, 1984.

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

STRAIGHT CREEK RESOURCES, INC.

           It is hereby certified that:

           1.  The name of the corporation (hereinafter called the "Corporation") is Straight Creek Resources, Inc.

           2.  The Articles of Incorporation of the Corporation are hereby amended by striking out the entire Article FIRST thereof and by substituting in lieu of said Article the following new Article:

FIRST: The name of the corporation is:
CYPRUS STRAIGHT CREEK CORPORATION."

           3.  The Amendment of the Articles of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 271 A.665 and 271 A.895 of the Kentucky Business Corporation Act.

           4.  The effective date of the Amendment herein certified shall be the date of filing.

           Signed and attested to on June 5, 1987.

/s Chester B. Stone, Jr.                                 
Chester B. Stone, Jr.
Executive Vice President

Attest:


/s Deborah J. Friedman                                
Deborah J. Friedman
Assistant Secretary

ARTICLES OF MERGER
OF
CUMBERLAND MOUNTAIN SERVICES CORPORATION, A KENTUCKY CORPORATION
CYPRUS STRAIGHT CREEK CORPORATION, A KENTUCKY CORPORATION
STRAIGHT CREEK MINING COMPANY, A KENTUCKY CORPORATION AND
INTO
CYPRUS CUMBERLAND MOUNTAIN CORPORATION, A KENTUCKY CORPORATION

           Pursuant to Kentucky Revised Statute 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 respective shareholders of Cumberland Mountain Services Corporation, a Kentucky Corporation, Cyprus Straight Creek Corporation, a Kentucky corporation, and Straight Creek Mining Company, a Kentucky corporation, on the 29th day of December, 1988 in the manner prescribed by the Kentucky Revised Statutes and was approved by the shareholders of Cyprus Cumberland Mountain Corporation, a Kentucky corporation, on the 28th day of December, 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 and the number of shares entitled to vote on such plan, and the number of such shares voted for and against the plan are as follows:

                                  Number of                Number of
Name of                           Shares                   Shares Entitled
Corporat ion                      Outstanding              To Vote                  Voted For        Voted Against
- ---------------------------      -----------------------  ------------------------- ---------------- --------------

Cumberland                           1,000                    1,000                    1,000            None
   Mountain Services
   Corporation

Cyprus                               1,000                    1,000                    1,000            None
   Cumberland Mountain
   Corporation

Cyprus Straight                      1,000                    1,000                    1,000            None
   Creek Corporation

Straight Creek                       1,000                    1,000                    1,000            None
   Mining Company

           THIRD: If the shares of any class were entitled to vote as a class, the designation and number of the outstanding shares of each such class, and the number of shares of each such class voted for and against the plan, are as follows:

Name of                     Designation              Number of                              Voted
Corporation                 Of Class                 Shares             Voted For           Against
- -------------------------- ------------------------  ------------------ ----------------    -------------

                                                 Inapplicable

           FOURTH: Pursuant to the merger of Cumberland Mountain Services Corporation, Cyprus Straight Creek Corporation and Straight Creek Mining Company into Cyprus Cumberland Mountain Corporation, the Articles of Incorporation of Cyprus Cumberland Mountain Corporation will be amended by striking out the entire Article FIRST thereof and by substituting in lieu of said Article the following new Article:

           "FIRST: The name of the corporation is:

CYPRUS CUMBERLAND COAL CORPORATION

Dated this 28th day of December, 1988.

CUMBERLAND MOUNTAIN SERVICES
CORPORATION


By:  /s D. P. Bellum                                                     
       Its Executive Vice President


and    /s Deborah J. Friedman                             
       Its Assistant Secretary


CYPRUS CUMBERLAND MOUNTAIN
CORPORATION


and    /s D. P. Bellum                                        
       Its Executive Vice President


and    /s Deborah J. Friedman                                        
       Its Assistant Secretary


CYPRUS STRAIGHT CREEK CORPORATION


By:   /s D. P. Bellum                                                    
       Its Executive Vice President


and    /s Deborah J. Friedman                                        
       Its Assistant Secretary


STRAIGHT CREEK MINING COMPANY


By:  /s D. P. Bellum                                                     
           Its Executive Vice President


and    /s Deborah J. Friedman                                        
       Its Assistant Secretary

STATE OF COLORADO

COUNTY OF ARAPAHOE )
)
)
ss:

          I, Deborah K. Anderson, a notary public, do hereby certify that this 28th day of December, 1988, personally appeared before me D. P. Bellum, who, being by me first duly sworn, declared that he is the Vice President of Cumberland Mountain Services Corporation, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s Deborah K. Anderson                                           
Notary Public

(Notarial Seal)

My Commission Expires June 10, 1990

STATE OF COLORADO

COUNTY OF ARAPAHOE )
)
)
ss:

          I, Deborah K. Anderson, a notary public., do hereby certify that this 28th day of December, 1988, personally appeared before me D. P. Bellum, who, being by me first duly sworn, declared that he is the Vice President of Cyprus Cumberland Mountain Corporation, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s Deborah K. Anderson                                           
Notary Public

(Notarial Seal)

My Commission Expires June 10, 1990

STATE OF COLORADO

COUNTY OF ARAPAHOE )
)
)
ss:

          Deborah K. Anderson, a notary public, do hereby certify that this 28th day of December, 1988, personally appeared before me D. P. Bellum, who, being by me first duly sworn, declared that he is the Vice President of Cyprus Straight Creek Corporation, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s Deborah K. Anderson                                           
Notary Public

(Notarial Seal)

My Commission Expires June 10, 1990

STATE OF COLORADO

COUNTY OF ARAPAHOE )
)
)
ss:

          I, Deborah K. Anderson, a notary public, do hereby certify that this 28th day of December, 1988, personally appeared before me D. P. Bellum, who, being by me first duly sworn, declared that he is the Vice President of Straight Creek Mining Company, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s Deborah K. Anderson                                           
Notary Public

(Notarial Seal)

My Commission Expires June 10, 1990

EXHIBIT A
PLAN OF MERGER

Each of : Cumberland Mountain Services Corporation, a Kentucky corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Cumberland Mountain Corporation; Cyprus Straight Creek Corporation, a Kentucky corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Coal Company; and Straight Creek Mining Company, a Kentucky corporation, all of the, 1,000 outstanding shares of which are owned by Cyprus Straight Creek Mining Corporation; shall be merged into Cyprus Cumberland Mountain Corporation, a Kentucky corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Coal Company, and Cyprus Cumberland Mountain Corporation shall be the surviving corporation.

The merger of Cumberland Mountain Services Corporation, Cyprus Straight Creek Corporation and Straight Creek Mining Company into Cyprus Cumberland Mountain Corporation is conditional upon the approval of this Plan of Merger by the respective Boards of Directors and the respective stockholders of each of Cumberland Mountain Services Corporation, Cyprus Cumberland Mountain Corporation, Cyprus Straight Creek Corporation and Straight Creek Mining Company and the filing of Articles of Merger with the Secretary of State of the Commonwealth of Kentucky in accordance with the provisions of Sections 271A.355 and 271A.370 of the Kentucky Revised Statutes.

Upon the effectiveness of the merger, each outstanding share of Cumberland Mountain Services Corporation, Cyprus Straight Creek Corporation and Straight Creek Mining Company shall be cancelled and each outstanding share of Cyprus Cumberland Mountain Corporation shall remain issued and outstanding.

TO WHOM IT MAY CONCERN:

          The foregoing document was prepared by Deborah J. Friedman of Cyprus Minerals Company.

/s Deborah J. Friedman                                           
Deborah J. Friedman
Cyprus Minerals Company
9100 East Mineral Circle
Englewood, CO 80112
(303) 643-5657

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

CYPRUS CUMBERLAND COAL CORPORATION

          It is hereby certified that:

          1. The name of the Corporation (hereinafter called the "Corporation") is Cyprus Cumberland Coal Corporation.

          2. The Articles of Incorporation of the Corporation are hereby amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

"First: The name of the corporation is: Straight Creek Coal Resources Company."

          3. The Amendment of the Articles of Incorporation herein certified has been duly adopted in accordance with the provisions of KRS 271B.7-040 and KRS 271B.8-210 of the Kentucky Business Corporation Act.

          4. The effective date of the Amendment herein certified shall be the date of filing.

           Signed and attested this the 30th day of June, 1998.

CYPRUS CUMBERLAND COAL
CORPORATION
BY: William H. Haselhoff
TITLE: Vice President of Administration

Attest:

By: /s/ Vic Grubb

Title: Treasurer

EX-3

Exhibit 3.68(b)

AMENDED AND RESTATED BYLAWS

OF

STRAIGHT CREEK COAL RESOURCES COMPANY

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.69(a)

ARTICLES OF INCORPORATION

OF

SUNNY RIDGE ENTERPRISES, INC.

KNOW ALL MEN BY THESE PRESENTS:

           That the undersigned, John M. Potter, P. 0. Box 900, One Potter Drive, Robinson Creek, Kentucky 41560, does hereby seek to form a corporation under the laws of the Commonwealth of Kentucky and does hereby adopt the following Articles of Incorporation:

           ARTICLE I. The corporation hereby proposed to be organized shall be known as Sunny Ridge Enterprises, Inc.

           ARTICLE II. The nature of the business proposed to be transacted, promoted, and carried on by this corporation shall be to engage in the coal mining business and all thing necessary and incidental thereto; and to engage in any lawful act or activity for which corporation may be organized under the laws of the Commonwealth of Kentucky.

           ARTICLE III. The duration of this corporation shall be perpetual unless sooner dissolved according to law.

           ARTICLE IV. The address of its principal and initial registered office shall be One Potter Drive, P. 0. Box 900, Robinson Creek, Kentucky 41560. The name of its initial registered agent at such address shall be John M. Potter.

           ARTICLE V. The total authorized stock of said corporation shall be one thousand (1,000) shares, having no par value.

           ARTICLE VI. The number of directors shall be not less than one (1) nor more than five (5). The name and address of the directors constituting the initial Board of Directors of the corporation shall be:

John M. Potter
P. O. Box 900
One Potter Drive
Robinson Creek, Kentucky 41560

           IN TESTIMONY WHEREOF, witness my signature to triplicate copies hereof, this the 25th day of April, 1996.

s/ John M. Potter                                 
John M. Potter

COMMONWEALTH OF KENTUCKY

COUNTY OF PIKE

           I, (ILLEGIBLE), a Notary Public in and for the County and State aforesaid, do hereby certify that on this the 25th day of April, 1996, personally appeared before me John M. Potter, who, being by me first duly sworn, declared that he is the incorporator of Sunny Ridge Enterprises, Inc.; that be signed the foregoing Articles of Incorporation and as such incorporator and that the statements contained therein are true.

s/Illegible                                            
Notary Public

This instrument was prepared by:

s/ Charles J. Baird
Charles J. Baird
Baird, Baird, Baird & Jones, P.S.C.
P. O. Box 351
Pikeville, Kentucky 41502
(606) 437-6276

EX-3

Exhibit 3.69(b)

AMENDED AND RESTATED BYLAWS

OF

SUNNY RIDGE ENTERPRISES, INC.

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.70(a)

ARTICLES OF INCORPORATION

OF

SUNNY RIDGE MINING COMPANY, INC.

KNOW ALL MEN BY THESE PRESENTS:

           The undersigned being a natural person, more than twenty-one years of age and desiring to form a corporation under KRS 271A.005, et seq., does hereby certify:

           (1) The name of the corporation shall be SUNNY RIDGE MINING COMPANY, INC.

           (2) The duration of said corporation shall be perpetual.

           (3) This corporation is organized for the purpose of transacting any and all lawful business which corporations formed under KRS 271A.005 may perform and pursuant thereto to exercise those powers enumerated in KRS 271A.020, 030, et seq.

           (4) The amount of the total authorized capital stock of said corporation shall be one thousand (1,000) shares of common stock, having no par value.

           (5) The address of its registered office in this state shall be P. 0. Box 370, U. S. 23, Virgie, Kentucky, 41572.

           (6) The name, address and number of shares owned by the incorporator herein is as follows:

NAME

Robert E. Potter ADDRESS

P. 0. Box 370
U. S. 23
Virgie, Kentucky 41572 NUMBER OF SHARES

10

           (7) The affairs of the corporation shall be conducted by a Board of Directors of not less than three persons elected by the shareholder at the annual meetings; and a President, Vice-president and Secretary-treasurer shall be elected by the Board of Directors. The said officers shall be elected immediately after each annual meeting of the stockholders. The number of officers and the number of directors may be changed by the directors.

           The annual meeting of the stockholders shall be held on the first Tuesday in April of each year in the office of the corporation.

           The shareholders shall elect a Board of Directors consisting of at least three persons, at the first meeting, which Board shall immediately thereafter assemble and elect a President, Vice-president and Secretary-treasurer and the affairs of the corporation shall be administered by said officers until the next annual meeting.

           Hobert E. Potter of P. 0. Box 370, U.S. 23, Virgie, Kentucky, 41572, shall serve as sole director until the first meeting of the stockholders and until his successors are elected and qualified.

           (8) The agent for service of process and all other legal notice shall be Hobert E. Potter, who resides at Virgie, Kentucky, and whose mailing address is P. 0. Box 370, U.S. 23, Virgie, Kentucky, 41572.

           (9) The incorporator, shareholders, officers, agents and employees of the corporation shall not be liable for the debts of the corporation except where expressly made liable by law.

           WITNESS my hand, this 28nd day of March, 1978.

s/Hobert E. Potter                                 
Hobert E. Potter, Sole Incorporator

STATE OF KENTUCKY

COUNTY OF PIKE

           I, s/Lois Faye Saunders, a Notary Public within and for the County and State aforesaid, do hereby certify that the foregoing Articles of Incorporation were on this day produced before me in my said county and state by HOBERT E. POTTER, personally known to me to be the incorporator named in said Articles, and were by him duly acknowledged before me to be his act and deed for all the purposes therein mentioned.

           GIVEN under my hand and seal of office. this 28nd day of March, 1978.

s/ Lois Faye Saunders                                 
Notary Public Pike County, Kentucky
My Commission expires: April 19, 1979

This instrument was prepared by;

s/Dan Jack Combs_____________
Dan Jack Combs
COMBS AND LESTER, P.S.C.
Attorneys at Law
207 Caroline Avenue
Pikeville, Kentucky 41501

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

SUNNY RIDGE MINING COMPANY, INC.

KNOW ALL MEN BY THESE PRESENTS:

           That the undersigned does hereby certify that:

           (1) The name of the corporation is SUNNY RIDGE MINING COMPANY, INC.

           (2) The text of the amendment to numerical paragraph (7) of the Articles of incorporation of SUNNY RIDGE MINING COMPANY, INC. heretofore filed with the Secretary of state. of Kentucky on March 30. 1978 reads as follows:

The affairs of the corporation shall be conducted by a Board of Directors elected by the shareholder(s) at the annual meeting. The annual meeting of the shareholder(s) shall be held on the first Tuesday of April of each year.

The Board of Directors shall consist of such number as the Bylaws of Sunny Ridge Mining Company, Inc. may, from time to time, provide.

The Board of Directors shall elect such officers as the Bylaws of Sunny Ridge Mining Company, Inc. may from time to time provide.

           (3) The original Articles of Incorporation of the above-named are amended so as to include a numerical paragraph (10) which reads as follows:

A director of the corporation shall not be personally liable to the corporation or its shareholder(s) for monetary damages for breach of duty as a director except for liability (i) for any transaction in which the director's personal financial interest is in conflict with the financial interest of the corporation or its shareholder(s); (ii) for acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be in violation of law; (iii) for unlawful distributions under KRS 271B.8-330; and (iv) for any transaction for which the director derived an improper personal benefit.

           (4) The aforegoing amendments were adopted by a vote of the shareholder(s) at a special meeting held on March 1, 1989.

           (5) The holder(s) of the corporation's no-par value common stock were entitled to vote on each amendment. Ten (10) shares of no-par value common stock were outstanding, each with one (1) vote on the amendment. All shares of the no-par value stock were represented at the meeting of the shareholder(s) at which the amendments were approved and all shares were cast in favor of the amendments.

           Executed by the undersigned President of SUNNY RIDGE MINING COMPANY, INC. in triplicate on this the 17th day of March, 1989.

SUNNY RIDGE MINING COMPANY, INC.

BY: s/ John M. Potter                                 
        John M. Potter, President

STATE OF KENTUCKY
COUNTY OF PIKE

           The foregoing instrument was acknowledged before me this the 17th day of March, 1989, by JOHN M. POTTER, President of SUNNY RIDGE MINING COMPANY, INC., a Kentucky Corporation, for and on behalf of said corporation.

           My Commission expires: 10 6 90

s/Debra L. Smith                                            
NOTARY PUBLIC

This instrument prepared by:

s/ Reed D. Anderson                      

REED D. ANDERSON
HARRIS & ANDERSON
ATTORNEYS AT LAW
P. 0. BOX 279
PIKEVILLF, KY 41501

EX-3

Exhibit 3.70(b)

AMENDED AND RESTATED BYLAWS

OF

SUNNY RIDGE MINING COMPANY, INC.

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Kentucky Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

AMENDED AND RESTATED

BYLAWS

OF

SUNNY RIDGE MINING COMPANY, INC.

          I certify that the following Amended and Restated Bylaws, consisting of four pages, each of which I have initialed for identification, are the Bylaws adopted by the sole Shareholder of Sunny Ridge Mining Company, Inc. (the “Corporation”) by a Written Action by Sole Shareholder in Lieu of Meeting, dated May 3, 1999.

                                                                 
John Lynch, Secretary

EX-3

Exhibit 3.71(a)

ARTICLES OF INCORPORATION
OF
TENNESSEE MINING, INC.

          The undersigned incorporator executes these Articles of Incorporation for the purpose of forming and hereby forms a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions:

ARTICLE I

          The name of the corporation is Tennessee Mining, Inc.

ARTICLE II

          The number of shares the corporation is authorized to issue is 1,000 shares of common stock, no par value per share.

ARTICLE III

          The street address of the corporation’s initial registered office is 2800 Citizens Plaza, Louisville, Kentucky 40202. The name of the corporation’s initial registered agent at that office is WT&C Corporation Services, Inc.

ARTICLE IV

          The mailing address of the corporation’s principal office is 1500 North Big Run Road, Ashland, Kentucky 41102.

ARTICLE V

          The name and mailing address of the incorporator are Kevin J. Hable, 2800 Citizens Plaza, Louisville, Kentucky 40202.

ARTICLE VI

          No director shall be personally liable to the corporation or its shareholders for monetary damages for breach of his duties as a director except to the extent that the applicable law from time to time in effect shall provide that such liability may not be eliminated or limited. Neither the amendment nor repeal of this Article shall affect the liability of any director of the corporation with respect to any act or failure to act which occurred prior to such amendment or repeal.

          This Article VI is not intended to eliminate or limit any protection otherwise available to the directors of the corporation.

ARTICLE VII

          Any action, except the election of directors, required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice (except as otherwise provided by law) if the action is taken by shareholders representing not less than 80% (or such higher percentage as may be required by law) of the votes entitled to be cast. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous consent shall be given to those shareholders entitled to vote on the action who have not consented in writing.

           Dated this 7th day of March, 1996.

/S/ Kevin J. Hable
Kevin J. Hable, Incorporator

This Instrument Prepared by:

/S/ Kevin Hable
WYATT, TARRANT & COMBS
2800 Citizens Plaza
Louisville, KY 40202
(502) 562-7232

EX-3

Exhibit 3.71(b)

BYLAWS OF

TENNESSEE MINING, INC.

ARTICLE I

OFFICES

          The principal office of the corporation shall be located at Ashland, Kentucky. The corporation may have such other offices, either within or without the Commonwealth of Kentucky, as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS MEETINGS AND RECORD DATES

           Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the date and at the time fixed by resolution the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

           Section 2. Special Meetings. Special meetings of the shareholders may be called by the president, by a majority of the members of the board of directors or by the holders of not less than one?third of all the shares entitled to vote at the meeting.

           Section 3. Place of Meeting. The board of directors may designate any place within or without the Commonwealth of Kentucky 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 called by other than the board of directors, the place of meeting shall be the principal office of the corporation, except as otherwise provided in Section 5 of this Article.

           Section 4. Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in the 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 sixty days before the date of the meeting, either personally or by telegraph, teletype or other form of wire or wireless communication or by mail or private carrier, by or at the direction of the president, or the secretary, or the officer or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the corporation, with first class postage thereon prepaid.

           Section 5. Meeting of all Shareholders. If all of the shareholders shall meet at any time and place, either within or without the Commonwealth of Kentucky, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

           Section 6. Fixing of Record Date. If 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 first date an 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 herein, such determination shall apply to any adjournment thereof unless the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting, in which case the board shall fix a new record date.

           Section 7. Voting Lists and Share Ledger. The secretary shall prepare a complete list of the shareholders entitled to notice of any meeting, or any adjournment thereof, arranged by voting group (and within each voting group by class or series of shares) with the address of and the number of shares held by each shareholder, which list, for a period of five business days prior to any meeting and continuing through the meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall be produced and kept open at the meeting and shall be subject to the inspection of any shareholder during the meeting or any adjournment thereof. The original share ledger or stock transfer book, or a duplicate thereof kept in the State, shall be prima facie evidence as to the shareholders entitled to examine such list or share ledger or stock transfer book, or the shareholders entitled to vote at any meeting of shareholders or to receive any dividend.

           Section 8. Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present at a duly organized meeting can continue to do business for the remainder of the meeting and for any adjournment thereof notwithstanding the withdrawal of enough shareholders to leave less than a quorum, unless a new record date is or must be set for that adjourned meeting.

           Section 9. Proxies. At all meetings of shareholders, a shareholder may vote 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.

           Section 10. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without prior notice if one or more consents 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 and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

          In addition, so long as permitted by the corporation’s articles of incorporation, any action, except the election of directors, required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice (except as otherwise provided by law) if one or more consents in writing, setting forth the action so taken, shall be signed by shareholders representing not less than 80% (or such higher percentage as may be required by law) of the votes entitled to be cast and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous consent shall be given to those shareholders entitled to vote on the action who have not consented in writing.

ARTICLE III

DIRECTORS

           Section 1. General Powers. The business and affairs of the corporation shall be managed under the direction of a board of directors.

           Section 2. Number and Tenure. A variable range of between one member (the minimum) and ten members (the maximum) is established for the size of the board of directors. The number of directors may be fixed or changed from time to time, within the minimum and maximum, by resolution of the shareholders or by resolution of the board of directors, provided, however, that, after shares are issued, only the shareholders may change the range for the size of the board of directors or change from a variable range board to a fixed number of directors. Each director shall hold office for a term expiring at the next annual shareholders’ meeting following his or her election; provided that, despite the expiration of a director’s term, the director shall continue to serve until his or her successor shall have been elected and qualifies for the office or until there is a decrease in the number of directors.

           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 Commonwealth of Kentucky, 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 president or any one director. 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 Kentucky, 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 two (2) days prior thereto by written notice delivered personally, mailed or telegrammed to each director at his business address. If mailed, such notice shall be deemed to delivered five (5) days after its deposit in the United States mail in a sealed envelope so addressed, with first class 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 any meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his arrival) objects to the transaction of any business at the meeting and does not thereafter vote for or assent to action taken at the meeting. 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. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided that if less than a majority of the directors are present at said 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. 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 serve until the next shareholders’ meeting at which directors are elected.

           Section 9. Committees. The board of directors shall have authority to establish such committees as it may consider necessary or convenient for the conduct of its business. The board of directors may establish an executive committee in accordance with and subject to the restrictions set out in the statutes of the Commonwealth of Kentucky.

           Section 10. Informal Action. Any action required or permitted to be taken at a meeting of the board of directors, or any action which may be taken at a meeting of the board of directors or of a committee, 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, or all of the members of the committee, as the case may be, and included in minutes or filed with the corporate records. Such consent shall have the same effect as a unanimous vote.

          In addition to the foregoing, any action, except the election of directors, required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice (except as otherwise provided by law) if the action is taken by shareholders representing not less than 80% (or such higher percentage as may be required by law) of the votes entitled to be cast. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous consent shall be given to those shareholders entitled to vote on the action who have not consented in writing.

ARTICLE IV

OFFICERS

           Section 1. Classes. The officers of the corporation shall be a president, a secretary, and such other officers, as may be provided by the board of directors and elected in accordance with the provisions of this article.

           Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. 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 from office in the manner hereinafter provided.

           Section 3. Removal. Any officer elected by the board of directors may be removed by the board of directors, with or without cause, whenever in its judgment the best interest of the corporation would 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 contractual rights.

           Section 4. President. The president shall be the chief executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. The president shall perform all duties normally incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

           Section 5. Secretary. The secretary shall [a] keep the minutes of the shareholders’ and of the board of directors’ meetings 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 stock transfer books of the corporation; and, [d] in general, perform all duties normally incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board of directors.

           Section 6. Vice President. If the office of vice president is filled by the board of directors, the vice president shall perform the duties of the president in the absence of the president or in the event of his inability or refusal to act, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned by the president or by the board of directors.

           Section 7. Treasurer. If the office of treasurer is filled by the board of directors, the treasurer shall be the chief financial officer of the corporation and shall perform all duties normally incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the board of directors.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

           Section 1. Contracts and Agreements. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or agreement or execute and deliver any instruments in the name of and an 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.

           Section 3. Checks, Drafts, Orders, 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 VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

           Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the president or vice president and by the secretary or an assistant secretary and may be sealed with the seal of the corporation or a facsimile thereof. 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 certificate 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 books of the corporation by the registered holder thereof or by his attorney 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 the owner thereof for all purposes as regards the corporation.

ARTICLE VII

FISCAL YEAR

          The fiscal year of the corporation shall be the calendar year.

ARTICLE VIII

WAIVER OF NOTICE

          Whenever any notice whatever is required to be given under the provisions of these Bylaws, or under the provisions of the Articles of Incorporation, or under the provisions of corporation laws of the Commonwealth of Kentucky, 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

INDEMNIFICATION OF OFFICERS AND DIRECTORS

          The corporation shall indemnify any person who is or was a director of the corporation and may, as determined by the of directors, indemnify any person who is or was an officer or employee of the corporation, from any and all judgments, settlements, penalties, fines and reasonable expenses that may be incurred by or imposed against him in connection with any claims, investigations, proceedings and/or litigation arising out of or relating to any acts or omissions by him in his capacity as a director or officer or employee of, or as trustee of any employee benefit plan maintained by, the corporation, other than acts or omissions not in good faith or which involve intentional misconduct or are known to him to be a violation of law or for any transaction from which he derived an improper personal benefit, and except as otherwise prohibited by Kentucky or Federal law. The right or privilege of indemnification, as the case may be, granted hereunder shall include the payment of reasonable expenses incurred in advance of the final disposition of a claim, investigation, proceeding or litigation subject to the receipt by the corporation of a written undertaking of the person requesting such payment that he will repay such amounts if it is finally determined by a court of competent jurisdiction that he is not entitled to indemnification under this bylaw.

ARTICLE X

AMENDMENT OF BYLAWS

          The board of directors may alter, amend or rescind these bylaws, subject to the rights of the shareholders to repeal or modify such actions.

EX-3

Exhibit 3.72(a)

CERTIFICATE OF INCORPORATION
OF
TURIS COAL COMPANY

* * * * * * * * * * * * * * * * * *

           FIRST: The name of the corporation is: TURIS COAL COMPANY

           SECOND: 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.

           THIRD: The nature of the business or purposes to be conducted or promoted are:

                     (1) To acquire, purchase, lease, option, own, sell, and mortgage coal lands or supposed coal lands or mineral estates; to buy, lease and sell real estate or interests therein; to prospect for, explore for, develop, produce, mine, and market 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, own, control, erect, construct, operate and maintain coal mining plants, machinery, buildings and equipment for the operation of coal or other mines, and for the transportation, treatment, removal, storage, shipment, delivery or marketing of coal or other minerals; to construct and operate railways and tramways for mining and transporting coal; to build and lease houses for the use of miners and others, including the purchase and sale of same;

                     (2) To enter into, make, perform and carry out contracts of any kind for any lawful purpose with respect to the conducting and financing of the operations of the corporation;

                     (3) To do all and everything necessary, suitable or proper for the accomplishment of any of the purposes, the attainment of any of the objects, or the exercise of any of the powers herein set forth, either alone or in conjunction with other corporations, firms or individuals, and either as principals or agents, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the above mentioned objects, purposes or powers.

           FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of Common Stock with a par value of one dollar ($1.00) per share.

           FIFTH: The name and mailing address of the incorporator is as follows:

     NAME

SHELL OIL COMPANY MAILING ADDRESS

One Shell Plaza
P. O. Box 2463
Houston, TX 77001

           SIXTH: In addition to the powers conferred by the laws of the State of Delaware, the Board of Directors shall have the power from time to time to make, alter, amend and repeal the By-Laws of the corporation, subject to the power of the holders of the Common Stock to alter or repeal the By-Laws made by the Board of Directors.

          THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is its act and deed and the facts herein stated are true, and accordingly has hereunto set its hand and seal this 11th day of August, 1980.

SHELL OIL COMPANY

(CORPORATE SEAL)
By: /S/ C. L. Blackburn
Executive Vice President

ATTEST:

By: [illegible]
Assistant Secretary

STATE OF TEXAS

COUNTY OF HARRIS )
)
)
SS:

          BEFORE ME, A Notary Public in and for Harris County, Texas, on this day personally appeared C. L. Blackburn, known to me to be the person and officer whose name is subscribed to the foregoing Certificate of Incorporation, and acknowledged to me that the same was the act and deed of said SHELL OIL COMPANY, a corporation; and that he executed the same as the act and deed of such corporation for the purposes and consideration therein expressed and that the facts stated therein are true.

           GIVEN under my hand and seal of office this 11th day of July, 1980.

(SEAL) /S/ Laurie K. Plautz
Notary Public in and for
Harris County, Texas

Laurie K. Plautz
Notary Public in and for Harris County, Texas
My Commission Expires October 19, 1981

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

          Pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, the undersigned corporation does hereby certify as follows:

          FIRST: Turis Coal Company was duly incorporated under the laws of Delaware by Certificate of Incorporation filed with the Secretary of State of the State of Delaware on August 15, 1980.

           SECOND: The Company has not received any payment for any of its stock.

          THIRD: by Unanimous Action dated September 4, 1980, the Directors of the Company, pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, duly adopted an amendment to its Certificate of Incorporation, effective as of the date on which the original Certificate of Incorporation became effective, so that, as amended, Article First of said Certificate of Incorporation reads as follows:

                                "FIRST: The name of the Corporation is: TURRIS COAL COMPANY."

          THE UNDERSIGNED, for the purpose of effecting the foregoing amendment, makes this Certificate, hereby declaring and certifying that this is its act and deed and the facts herein stated are true, and accordingly has hereunto set its hand and seal this 23, day of September, 1980.

(CORPORATE SEAL) TURIS COAL COMPANY
By: /S/ E. C. Sumner
E. C. Sumner, President

ATTEST:
By: [illegible]
Assistant Secretary

UNITED STATES
OF AMERICA

STATE OF TEXAS

COUNTY OF HARRIS

CITY OF HOUSTON )
)
)
)
)
)
)
)



SS:

          I, Patricia A. Smith, a notary public in and for the County of Harris, State of Texas, do hereby certify that E. C. Sumner, President of the above named Turis Coal Company, personally known to me to be the same person whose name is subscribed to the attached instrument as such President, appeared before me this day in person, and acknowledged that he signed, sealed and delivered the said instrument as the free and voluntary act of said Turis Coal Company.

           Dated this 23rd day of September, 1980.

(SEAL) /S/ Patricia A. Smith
Notary Public in and for
Harris County, Texas

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is:
                     TURRIS COAL COMPANY

2. The registered office of the corporation within the State of Delaware is hereby changed to 32 Loockerman Square, Suite L?100, City of Dover, 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice?Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the change hereinbefore set forth by resolution of its Board of Directors.

Signed on March 30, 1990.

/S/ G. J. Oberlick
G. J. Oberlick, President

Attest:

/S/ S. J. Paul
S. J. Paul, Secretary

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
TURRIS COAL COMPANY

Adopted in accordance with the provisions
of Section 242 of the General Corporation Law of
the State of Delaware

          The undersigned officers of Turris Coal Company, a corporation existing under the laws of the State of Delaware (the "Corporation"), do hereby certify as follows:

FIRST: The Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby amended by deleting ARTICLE THIRD in its entirety and substituting in lieu thereof a new ARTICLE THIRD as follows:

“THIRD. 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 the State of Delaware.”

SECOND: That the Board of Directors of the Corporation, in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, duly adopted the foregoing amendment to the Certificate of Incorporation of the Corporation by unanimous written consent.

THIRD: That the Sole Stockholder of the Corporation, in accordance with Sections 228(c) and 242 of the General Corporation Law of the State of Delaware, approved the foregoing amendment to the Certificate of Incorporation of the Corporation by unanimous written consent.

          IN WITNESS WHEREOF, the undersigned being the President and Secretary, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment of the Certificate of Incorporation as of this 10th day of November, 1992.

TURRIS COAL COMPANY

By: /S/ George J. Oberlick
President

ATTEST
By: /S/ S. J. Paul
       Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

           Turris Coal Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is The Prentice?Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

          The Board of Directors of Turris Coal Company adopted the following resolution on the 21st day of May, 1999.

          Resolved, that the registered office of Turris Coal Company in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

          IN WITNESS WHEREOF, Turris Coal Company has caused this statement to be signed by Kevin Crutchfie1d, its President, this 21st day of May, 1999.

/S/ Kevin Crutchfield
Kevin Crutchfield, President

(DEL. - 264 - 6/15/94)
CT System

EX-3

Exhibit 3.72(b)

AMENDED AND RESTATED BYLAWS

OF

TURRIS COAL COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.73(a)

CERTIFICATE OF INCORPORATION
OF
WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC.

          1. The name of the corporation is West Virginia-Indiana Coal Holding Company, Inc.

          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 he conducted or promoted in 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 is Zero Dollars and One Cent ($0.01) amounting in the aggregate to Ten Dollars and No Cents ($10.00).

          5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

          6. The name and mailing address of the sole incorporator is:

M. A. Brzoska
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 1?9801

          7. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

          8. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

          I, THE UNDERSIGNED, being the incorporator 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 my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 5th day of June, 1998.

/s/ M. A. Brzoska
Sole Incorporator
M. A. Brzoska

EX-3

Exhibit 3.73(b)

BYLAWS

OF

WEST VIRGINIA-INDIANA COAL HOLDING COMPANY, INC.

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.74(a)

ARTICLES OF INCORPORATION

OF

WYOMING TECHNOLOGY, INC.

          The undersigned person, acting as incorporator of a corporation under the Wyoming Business Corporation Act (the “Act”), adopts the following Articles of Incorporation for such corporation:

ARTICLE 1

NAME

          The name of the corporation is: Wyoming Coal Technology, Inc.

ARTICLE 2

SHARES

          Authorized Shares and Class. The corporation is authorized to issue 1,000 common shares with no par value, that together have unlimited voting rights.

          The number and class of shares which are entitled to receive the net assets of the corporation upon dissolution is 1,000 common, no par value.

ARTICLE 3

PURPOSE

          The corporation is formed for the purpose of engaging in all lawful things necessary or convenient to carry out its business and affairs.

ARTICLE 4

REGISTERED OFFICE AND AGENT

          The address of the initial registered office of the corporation is 1720 Carey Avenue, Suite 200, Cheyenne, Wyoming 82001. The name of the corporation’s initial registered agent at such address is CT Corporation.

ARTICLE 5

INCORPORATOR

          The name and address of the incorporator is:

Teresa B. Buffington
Holland & Hart
2515 Warren Avenue, Suite 450
Cheyenne, WY 82001

          IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on November 23, 1998.

                                                                 
Teresa B. Buffington, as Incorporator

CONSENT TO

APPOINTMENT BY REGISTERED AGENT

TO THE SECRETARY OF STATE
OF THE STATE OF WYOMING

          Pursuant to the provisions of the Wyoming Business Corporation Act, C T Corporation System submits the following consent to appointment by registered agent:

          1. C T Corporation System, 1720 Carey Avenue, Cheyenne, WY 82001, voluntarily consents to serve as the registered agent for Wyoming Coal Technology, Inc. on the date shown below.

          2. The registered agent certifies that he (it) is: (circle one)

(a) An individual who resides in this state and whose business office is identical with the registered office; or

(b) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or

(c) A foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.

          3. I know and understand the duties of a registered agent as set forth in the Wyoming Business Corporation Act.

           Dated this ____ day of November, 1998.

                                                                 
Signature of Registered Agent

EX-3

Exhibit 3.74(b)

BYLAWS

OF

WYOMING COAL TECHNOLOGY, INC.

1. Meetings of Shareholders

          1.1 Except as the Board of Directors may otherwise designate, the annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal office.

2. Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the majority vote of a quorum of shareholders who are present in person or by proxy at a meeting held to elect directors.

          2.2 Meetings of the Board of Directors may be called by the President/Chief Executive Officer or by any director.

          2.3 Unless waived as permitted by the Wyoming Corporation Act, notice of the time and place of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting, or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

          3.1 The Corporation shall have a President/Chief Executive Officer, a Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom shall be appointed by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

          3.2 The President shall have:

                     (a) General charge and authority over the business of the Corporation, subject to the direction of the Board of Directors;

                     (b) Authority to preside at all meetings of the shareholders and of the Board of Directors;

                     (c) Authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, including, without limitation, any deed conveying title to any real estate owned by the Corporation and any contract for the sale or other disposition of any such real estate, and;

                     (d) Such other powers and duties as the Board of Directors may assign.

                     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President/Chief Executive Officer in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President/Chief Executive Officer may assign to them.

          3.4 The Secretary shall:

                     (a) Issue notices of all meetings for which notice is required to be given;

                     (b) Have responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the Corporation;

                     (c) Have charge of the corporate record books; and

                     (d) Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

          3.5 The Treasurer shall:

                     (a) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (b) Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign.

          3.6 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President/Chief Executive Officer may assign.

4. Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President/Chief Executive Officer.

Prepared by
BROWN, TODD & HEYBURN PLL
C 2700 Lexington Financial Center
Lexington, Kentucky 40507

EX-3

Exhibit 3.75(a)

RESTATED

CERTIFICATE OF INCORPORATION

OF

ZEIGLER COAL HOLDING COMPANY

          The name of the corporation is Zeigler Coal Holding Company and the corporation's original Certificate of Incorporation was filed with the Secretary of State of Delaware on December 28, 1983. This Amended and Restated Certificate of Incorporation (the "Amendment") was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of Delaware.

ARTICLE FIRST

          The name of the Company is Zeigler Coal Holding Company.

ARTICLE SECOND

          The address of its registered office in the State of Delaware is 306 South State Street, in the City of Dover, County of Kent. The name of its registered agent at such address is United States Corporation Company.

ARTICLE THIRD

          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 the State of Delaware.

ARTICLE FOURTH

          The total number of shares of stock which the Company has the authority to issue is 1,705,000 shares consisting of (1) 665,000 of preferred stock, par value $.10 per share (the "Preferred Stock"), and (2) 1,040,000 shares of common stock, par value $.01 per share (the "Common Stock").

          With the effectiveness of this Amendment, each share of issued and outstanding common stock, $1.00 par value per share, shall be exchanged for an aggregate of 7.0263 shares of fully paid and nonassessable shares of Common Stock; and further resolved, as soon as practicable hereafter, each holder of record of presently issued and outstanding Common Stock shall deliver the certificate representing such shares, properly endorsed for transfer, and thereupon such shares shall be deemed cancelled, retired and eliminated and shall receive, in exchange for his cancelled certificate, a certificate representing the shares of Common Stock for which the cancelled shares have been exchanged. In connection with the exchange, the capital of the corporation shall be an amount equal to the aggregate par value of the shares of the Corporation issued and outstanding and the excess of the Corporation's total net assets over the amount so determined to be capital shall be surplus.

PREFERRED STOCK

          The 665,000 shares of Preferred Stock shall have the following rights, limitations and preferences:

          Part 1. Dividends.

          When and as declared by the Company's board of directors and to the extent permitted under the General Corporation Law of Delaware, the holders of the Preferred Stock will be entitled to receive preferential dividends as provided in this part 1 and n more. Such dividends will be payable on April 1 of each year commencing April 1, 1986 ("Dividend Payment Date") to holders of record on the prior March 15 in an amount per share equal to, but not in excess of, the lesser of (i) $1.00 or (ii) the result of dividing the "Earnings" (as hereinafter defined) by the number of shares of Preferred Stock which are issued and outstanding on such March 15. To the extent that any dividend that would be payable on any Dividend Payment Date under the preceding sentence is not paid on such date, then from and after such Dividend Payment Date such unpaid amount shall cumulate and be payable at such time or times as the board of directors may determine. Dividends not payable because of insufficient Earnings in any fiscal year shall not cumulate. The term "Earnings" shall mean the consolidated net income of the Company and its subsidiaries for the fiscal year immediately preceding the Dividend Payment Date, determined in accordance with generally accepted accounting principles. The determination of Earnings shall be made by the board of directors and such determination shall be binding and conclusive for all purposes of this Certificate of Incorporation. No dividends may be declared or paid on any Junior Securities if at such time there are any unpaid cumulated dividends on the Preferred Stock.

          Part 2. Liquidation.

          Upon any liquidation, dissolution or winding up of the company, the holders of Preferred Stock will be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all Shares outstanding, plus any unpaid cumulated dividends on such Shares through the most recent Dividend Payment Date, and the holders of Preferred stock will not be entitled to any further payment. If upon any such, liquidation, dissolution or winding up of the company, the Company's assets to be distributed among the holders of the Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid, then the entire assets to be distributed will be distributed ratably among such holders based upon the aggregate Liquidation Value, plus any unpaid cumulated dividends through the most recent Dividend Payment Date, of the Preferred Stock held by each such holder. The Company will mail written notice of such liquidation, dissolution or winding up, not less than 30 days prior to the payment date stated therein, to each record holder of Preferred Stock. Neither the consolidation or merger of the Company into or with any other corporation or corporations, nor the sale or transfer by the Company of all or any part of its assets, nor the reduction of the capital stock of the Company, will be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this part 2.

          Part 3. Redemptions.

                     3A. Scheduled Redemption. At least 60 days prior to July 1 of each of the years 1990 through the year in which all of the shares of Preferred Stock are redeemed by the Company ("Scheduled Redemption Date"), the Company will deliver a notice (the "Redemption Request") to each holder of Preferred Stock setting forth the amount of the Redemption Pool applicable to such Redemption Date. The "Redemption Pool" will be determined by the Company's board of directors in its sole discretion, but in any event will be not less than the lesser of (i) $1.5 million or (ii) 25% of the Company's Earnings for the fiscal year preceding such Scheduled Redemption Date. Within 20 days of the date of mailing of the Redemption Request, each holder of Preferred Stock will notify the Company of the number of his or its shares of Preferred Stock which such holder has elected to have no shares of Preferred Stock redeemed by the Company. On the Scheduled Redemption Date, the Company will redeem, by payment of the Redemption Price, all shares of Preferred Stock for which redemption has been requested to the extent that funds are available for such redemption in the Redemption Pool. If the amount in the Redemption Pool is greater than the amount required to redeem all shares for which redemption has been requested the Company will use the funds remaining in the Redemption Pool to redeem on such Scheduled Redemption Date additional shares of Preferred Stock selected on such basis as the board of directors deems fair. If the amount in the Redemption Pool is insufficient to redeem all of the shares for which redemption has been requested, the shares of Preferred Stock to be redeemed on such Scheduled Redemption Date will be selected from among the shares held by holders requesting redemption on such basis as the Company's board of directors deems fair. In determining the method for selecting shares for redemption, the board of directors may consider the tax consequences to the holders of Preferred Stock whose shares are to be redeemed. Not less 20 days prior to the Scheduled Redemption Date, the Company will send a redemption notice to each holder of Preferred Stock whose shares will be redeemed on such Scheduled Redemption Date specifying the number of shares to be redeemed from such holder.

                     3B. Option Redemptions. The Company may at any time redeem on such date as the board of directors may specify (the "Optional Redemption Date") all or any portion of the Preferred Stock then outstanding at a price per share equal to the Redemption Price. No redemption pursuant to this paragraph 3B may be made for less than 25,000 shares of Preferred Stock (or such lesser number of shares of Preferred Stock then outstanding). The amount of funds used to redeem shares pursuant to this paragraph 3B may in the discretion of the board of directors be offset to reduce any Redemption Pool with respect to any Scheduled Redemption under paragraph 3A.

                     3C. Redemption Price. For each share which is to be redeemed under paragraph 3A or 3B, the Company will be obligated on the Scheduled Redemption Date or the Optional Redemption Date (as the case may be) to pay to the holder thereof (upon surrender by such holder at the Company's principal office or other place designated by the Company of the certificate representing such share) an amount (the "Redemption Price") equal to the Liquidation Value thereof, plus unpaid cumulated dividends through the most recent Dividend Payment Date.

                     3D. Notice of Optional Redemption. The Company will mail written notice to each holder whose shares are to be redeemed pursuant to paragraph 3B not less than 30 days prior to the date on which such redemption is to be made. Such notice shall specify the Optional Redemption Date and the shares to be redeemed on such date. In case fewer than the total number of shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares will be issued to the holder thereof without cost to such holder within 30 days after surrender of the certificate representing the redeemed shares.

                     3E. Determination of the Number of Each Holder's Shares to be Redeemed. The shares of Preferred Stock to be redeemed on any Optional Redemption Date will be selected on such basis as the board of directors deems fair, provided that the board of directors may take into consideration any adverse tax consequences to the holders.

                     3F. Dividends After Redemption Date. No share called for redemption is entitled to any dividends accruing after the Optional Redemption Date or Scheduled Redemption Date (as the case may be) if the Redemption Price of such share is paid or deposited for payment on or prior to such Optional Redemption Date or Scheduled Redemption Date. On such Optional Redemption Date or Scheduled Redemption Date (as the case may be) all rights of the holder of such share will cease, and such share will not be deemed to be outstanding.

                     3G. Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock which are redeemed or otherwise acquired by the Company will be cancelled and will not be reissued, sold or transferred.

          Part 4. Voting Rights.

          The Company will not issue any shares of stock, or securities convertible into or exchangeable for stock of the Company, which is senior in right to receive dividends or has a liquidation preference over the Preferred Stock, without the affirmative vote or consent of the holders of not less than two-thirds of the issued and outstanding shares of Preferred Stock. Except as provided in this Part 4, in Part 6 below or required by law, the Preferred Stock will have no voting rights.

          Part 5. Definitions.

          "Junior Securities" means any of the Company's equity securities other than the Preferred Stock.

          "Liquidation Value" of any Share of Preferred Stock as of any particular date will be equal to $10.

          Part 6. Amendment and Waiver.

          No amendment, modification or waiver will be binding or effective with respect to any provision of this section defining the rights, preferences and terms of the Preferred Stock without the prior written consent of the holders of at least 95% of the Preferred Stock outstanding at the time such action is taken.

COMMON STOCK

          Each outstanding share of Common Stock shall be entitled to one vote upon any matter submitted to a vote of stockholders.

GENERAL PROVISIONS

          1.    Registration of Transfer.

          The Company will keep at its principal office a register for the registration of Preferred Stock and Common Stock. Upon the surrender of any certificate representing Preferred Stock or Common Stock at such place, the Company will, at the request of the record holder of such certificate, execute and deliver (at the Company's expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Such new certificates will be registered in the name of the transferee of the shares represented by surrendered certificate, will represent a number of shares from the surrendered certificate to which the transferee is entitled and will be substantially identical in form to the surrendered certificate.

          2.    Replacement.

          Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Preferred Stock or Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company (provided that if the holder is an institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

          3.    Notices.

          All notices or other communications referred to herein will be in writing and will be delivered by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so mailed (i) to the Company, at its principal executive offices and (ii) to any stockholder, at such holder's address as it appears in the stock records of the Company (unless otherwise indicated by any such holder).

ARTICLE FIFTH

          The name and mailing address of the incorporator are as follows:

Name

Glen E. Hess Mailing Address

200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601

ARTICLE SIXTH

          The Company is to have perpetual existence.

ARTICLE SEVENTH

          The holders of the Common Stock, by such vote as may be set forth in the bylaws or as otherwise agreed among such stockholders, are authorized to make, alter or repeal the bylaws of the Company.

ARTICLE EIGHTH

          Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the Company may be kept 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 bylaws of the Company, Election of directors need not be by written ballot unless the bylaws of the Company so provide.

ARTICLE NINTH

          The Company may no consolidate with or merge into any other corporation, sell all or substantially all of the assets of the Company, liquidated, dissolve, engage in a reorganization or reclassification without the affirmative vote or consent of the holders of not less than (i) on or prior to January 31, 1990, 80% of the issued and outstanding shares of Common Stock of the Company, and (ii) after January 31, 1990, a majority of the issued and outstanding shares of Common Stock of the Company.

ARTICLE TENTH

          The provisions of the certificate of Incorporation may be amended, altered, changed or repealed at any time by the vote or consent of the. holders of not less than a majority of the then issued and outstanding shares of common Stock of the Company provided that (i) no amendment, alteration, change or repeal shall affect the rights of the holders of Preferred Stock set forth in Part 4 and Part 6 of the provisions defining the rights, preferences and terms of the Preferred Stock without the approval or consent of the holders of at least 95% of the shares of Preferred Stock then outstanding, (ii) no amendment, alteration, change or repeal shall alter the respective voting rights of the Company's classes of, stock without the affirmative vote or consent of the holders of not less than 75% of the issued and outstanding shares of Common Stock of the Company and (iii) Article Ninth may only be amended, altered, changed or repealed by the vote or consent of not less than 80% of the issued and outstanding shares of Common Stock of the Company.

          IN WITNESS WHEREOF, we have signed this Restated Certificate of Incorporation this 30th day of January, 1985.

s/ Michael K. Reilly
Michael K. Reilly, President

ATTEST:

s/ Glen E. Hess
Glen E. Hess,
Assistant Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

          ZEIGLER COAL HOLDING COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is United States Corporation Company and the present registered office of the corporation is in the county of

          The Board of Directors of ZEIGLER COAL HOLDING COMPANY adopted the following resolution on the 28th day January, 1986.

          Resolved, that the registered office of ZEIGLER COAL HOLDING COMPANY, in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,. and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

          IN WITNESS WHEREOF, ZEIGLER COAL HOLDING COMPANY has caused this statement to be signed by Michael K. Reilly, its President and attested by Brent L. Motchan its Secretary this 28th day of January, 1986.

By  s/Michael K. Reilly, President

ATTEST:

By s/Brent L. Motchan
       Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

           ZEIGLER COAL HOLDING COMPANY, 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 ZEIGLER COAL HOLDING COMPANY resolutions were duly adopted setting forth a proposed amendment to 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 adding a new article ELEVENTH thereto which shall read as follows:

          "ELEVENTH: No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, this provision shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of Title Eight of the Delaware Code (relating to unlawful stock purchase or redemption); or (iv) for any transaction from which the director derived for any act or omission occurring prior to the effective date of the adoption of this provision."

           SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual 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.

          IN WITNESS WHEREOF, said ZEIGLER COAL HOLDING COMPANY has caused this certificate to be signed by Michael K. Reilly, its President and attested by Brent L. Motchan, its Secretary, this 26th day of March, 1987.

ZEIGLER COAL HOLDING COMPANY

By s/ Michael K. Reilly, President
Michael K. Reilly, President

Attest:

By s/ Brent L. Motchan
       Brent L. Motchan, Secretary

CERTIFICATE OF RETIREMENT OF STOCK

of

ZEIGLER COAL HOLDING COMPANY

           Zeigler Coal Holding Company, a corporation organized and existing under The General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That at a meeting of the Board of Directors of Zeigler Coal Holding Company, a resolution was duly adopted which redeemed certain shares of the capital stock of said corporation, which, to the extent hereinafter set forth, had the status of retired shares, and which retired shares had capital applied in connection with their acquisition.

          SECOND: The shares of capital stock of the corporation, which are retired are identified as being SIX HUNDRED SIXTY FIVE THOUSAND (665,000) shares of preferred stock with a value of $.10 per share.

          THIRD: That the Restated Certificate of Incorporation of the corporation prohibits the reissue of the shares of preferred stock when so retired and that the shares so retired constitute all the authorized shares of preferred stock; and pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, upon the effective date of the filing of this certificate as herein provided, the Restated Certificate of Incorporation of said corporation shall be amended so as to effect a reduction in the authorized number of shares of the corporation by eliminating therefrom of all reference to said preferred stock, comprising SIX HUNDRED SIXTY FIVE THOUSAND (665,000) shares of par value of $.10 each.

          IN WITNESS WHEREOF, said Zeigler Coal Holding Company has caused this certificate to be signed by Michael K. Reilly, its President, and attested by Brent L. Motchan, it Secretary, this 12th day of January, 1989.

ZEIGLER COAL HOLDING COMPANY

BY: /s/Michael K. Reilly
       President

ATTEST:
BY: /s/ Brent L. Motchan
       Secretary

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
ZEIGLER COAL HOLDING COMPANY

          Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned, being the Vice President and Secretary of Zeigler Coal Holding Company, a Delaware corporation (the "Corporation"), does hereby certify the following:

          1. The name of the Corporation is Zeigler Coal Holding Company.

          2. The Corporation's original Certificate of Incorporation was filed with the Secretary of State of Delaware on December 28, 1983 and amendments thereto were filed on January 30, 1985, February 10, 1986, April 7, 1987 and January 30, 1989.

          3. Article Fourth, of the Certificate of Incorporation Is hereby amended by deleting such article in its entirety and substituting in its place the following:

ARTICLE FOURTH

          The aggregate number of shares which the Corporation shall have authority to issue is 51,000,000 shares, of which 50, 000, 000 shares shall be common stock, having a par value of $.01 per share ("Common Stock"), and 1,000,000 shares of which shall be preferred stock, having a par value of $.01 per share ("Preferred Stock").

          The Preferred Stock may be issued from time to time in one or more series or classes. The Board of Directors of the Corporation is hereby granted authority to fix from time to time by resolution providing for issue thereof the number of shares in each series or class and all terms of such series or class, including but not limited to all designations, preferences, and relations, participations, optional or other special rights, and qualifications, limitations and restrictions thereof with respect to the rate and nature of dividends, the price and terms and conditions on which shares may be redeemed, the amount payable in the event of voluntary or involuntary liquidation, the terms and conditions for conversion or exchange into any other class or series of stock, voting rights, if any, and any other terms or provisions permitted under the General Corporation Law of the State of Delaware.

          Each outstanding share of Common Stock shall be entitled to one vote upon any matter submitted to a vote of stockholders.

          4. The amendment to the Certificate of Incorporation of the Corporation effected hereby was approved by the Board of Directors of the Corporation and by the stockholders of the Corporation by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware, and the written notice required by such Section 228 has been given as provided in such section.

          IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury, and has executed this Certificate as of September 22, 1994.

ZEIGLER COAL HOLDING COMPANY

By s/ Brent L. Motchan
       Brent L. Motchan
       Vice President and Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ZEIGLER ACQUISITION CORPORATION

INTO

ZEIGLER COAL HOLDING COMPANY

           ZEIGLER ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware,

          DOES HEREBY CERTIFY:

           FIRST: That this corporation was incorporated on the 27th day of July, 1998, pursuant to the General Corporation Law of the State of Delaware.

          SECOND: That this corporation owns at least ninety percent (90%) of the outstanding shares of the stock of ZEIGLER COAL HOLDING COMPANY, a corporation incorporated on the 28th day of December, 1983, pursuant to the General Corporation Law of the State of Delaware.

          THIRD: That the directors of ZEIGLER ACQUISITION CORPORATION, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 2nd day of September, 1998, determined to merge itself into said ZEIGLER COAL HOLDING COMPANY:

RESOLVED, that ZEIGLER ACQUISITION CORPORATION merge, and it hereby does merge itself, into said ZEIGLER COAL HOLDING COMPANY which assumes all of the obligations of ZEIGLER ACQUISITION CORPORATION.

FURTHER RESOLVED, that the merger shall be effective upon filing with the Secretary of State of Delaware.

FURTHER RESOLVED, that the terms and conditions of the merger are as follows: Upon the proposed merger becoming effective, (i) each outstanding share of ZEIGLER COAL HOLDING COMPANY stock held of record by stockholders other than ZEIGLER COAL HOLDING COMPANY, ZEIGLER ACQUISITION CORPORATION, the parent of ZEIGLER ACQUISITION CORPORATION or any of their respective subsidiaries shall be entitled to receive the sum of Twenty-One Dollars and Twenty-Five Cents ($21.25) in cash for each such share upon surrender to IBJ Schroder Bank & Trust Company, which is hereby appointed paying agent for such purpose, of their certificates formerly representing ownership of ZEIGLER COAL HOLDING COMPANY stock; (ii) each outstanding share of ZEIGLER COAL HOLDING COMPANY stock owned of record by ZEIGLER COAL HOLDING COMPANY, ZEIGLER ACQUISITION CORPORATION, the parent of ZEIGLER ACQUISITION CORPORATION or any of their respective subsidiaries shall be canceled without payment and without surrender of the certificate formerly representing such shares; and (iii) each share of common stock of ZEIGLER ACQUISITION CORPORATION shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of ZEIGLER COAL HOLDING COMPANY.

FURTHER RESOLVED, that the proposed merger shall be submitted to the sole stockholder of ZEIGLER ACQUISITION CORPORATION; and, upon receiving a written consent of the sole stockholder of ZEIGLER ACQUISITION CORPORATION, the merger shall be approved.

FURTHER RESOLVED, that the proper officers of ZEIGLER COAL HOLDING COMPANY be and they hereby are directed to notify each stockholder of record of said ZEIGLER COAL HOLDING COMPANY entitled to notice within ten (10) days after the effective date of filing of the Certificate of Ownership and Merger that said Certificate of Ownership and Merger has become effective.

FURTHER RESOLVED, that the proper officer of this corporation be and he or she is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge itself into said ZEIGLER COAL HOLDING COMPANY, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be necessary or proper to effect said merger.

          FOURTH: That the merger has been approved by the holders of at least a majority of the outstanding stock entitled to vote thereon of ZEIGLER ACQUISITION CORPORATION by written consent of such holders.

          IN WITNESS WHEREOF, said ZEIGLER ACQUISITION CORPORATION has caused this Certificate to be signed by Larry Addington, its Chairman, this 2nd day of September, 1998.

ZEIGLER ACQUISITION CORPORATION


By: /s/ Larry Addington
       Larry Addington, Chairman

CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
ZEIGLER COAL HOLDING COMPANY

December 17, 1998

          Zeigler Coal Holding Company, a Delaware corporation (the "Company"), does hereby certify that the following amendment to the Certificate of Incorporation of the Company has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware:

Section 4 of the Company's Certificate of Incorporation is amended to read in its entirety as set forth below:

4. Capital Stock. 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 is Zero Dollars and One Cent ($0.01) amounting in the aggregate to Ten Dollars ($10.00).

ZEIGLER COAL HOLDING COMPANY


By: /s/ John E. Baum

Name: John E. Baum

Title: CFO

EX-3

Exhibit 3.75(b)

AMENDED AND RESTATED BYLAWS

OF

ZEIGLER COAL HOLDING COMPANY

SECTION 1

Meetings of Shareholders

           1.1     The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

           1.2     The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation's principal business office.

           1.3     Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation's principal business office.

SECTION 2

Board of Directors

           2.1     The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

           2.2     Meetings of the Board of Directors may be called by the President or by any director.

           2.3     Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

           3.1     The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

           3.2     The President shall

                     (a)     Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b)     Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c)     Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d)     Have such other powers and duties as the Board of Directors may assign to him.

           3.3     The Secretary shall

                     (a)     Issue notices of all meetings for which notice is required to be given,

                     (b)     Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.4     The Treasurer shall

                     (a)     Have the custody of all funds and securities of the Corporation,

                     (b)     Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c)     Have such other duties and powers as the Board of Directors or the President may assign to him.

           3.5     Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

           4.1     Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

           4.2     Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
FROST BROWN TODD LLC
250 West Main Street, Suite 2700
Lexington, Kentucky 40507

EX-3

Exhibit 3.76(a)

CERTIFICATE OF INCORPORATION

OF

ZEIGLER ENVIRONMENTAL SERVICES COMPANY

ARTICLE ONE

          The name of the corporation is Zeigler Environmental Services Company (hereinafter called the “Corporation”).

ARTICLE TWO

          The address of the Corporation’s registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

          The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

          The total number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, par value $.01 per share.

ARTICLE FIVE

          The name and mailing address of the incorporator are as follows:

Name

Eileen Mm. Carrig Address

c/o Kirkland & Ellis
153 East 53rd Street
39th Floor
New York, NY 10022

ARTICLE SIX

          The directors shall have the power to adopt, amend or repeal By-Laws, except as may otherwise be provided in the By-Laws.

ARTICLE SEVEN

          The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

          The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

          The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

          I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 20th day of February, 1996.

                                           
Eileen M. Carrig
Sole Incorporator

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * * *

          Zeigler Environmental Services Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

          The Board of Directors of Zeigler Environmental Services Company adopted the following resolution on the 21st day of May, 1999.

          Resolved, that the registered office of Zeigler Environmental Services Company in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

          IN WITNESS WHEREOF, Zeigler Environmental Services Company has caused this statement to be signed by Kevin Crutchfield, its President, this 21st day of May, 1999.

                                           
Kevin Crutchfield, President

(DEL. - 264 - 6/15/94)

EX-3

Exhibit 3.76(b)

AMENDED AND RESTATED BYLAWS

OF

ZEIGLER ENVIRONMENTAL SERVICES COMPANY

SECTION 1

Meetings of Shareholders

          1.1 The annual meeting of the shareholders of the Corporation shall be held at the time and date to be set by the Board of Directors of the Corporation.

          1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal business office.

          1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal business office.

SECTION 2

Board of Directors

          2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (i) are present in person or by proxy at a meeting held to elect directors and (ii) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

          2.2 Meetings of the Board of Directors may be called by the President or by any director.

          2.3 Unless waived as permitted by the Delaware General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (i) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (ii) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

SECTION 3

Officers

          3.1 The Corporation shall have a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

          3.2 The President shall

                     (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

                     (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

                     (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

                     (d) Have such other powers and duties as the Board of Directors may assign to him.

          3.3 The Secretary shall

                     (a) Issue notices of all meetings for which notice is required to be given,

                     (b) Keep the minutes of all meetings and have charge of the corporate record books, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.4 The Treasurer shall

                     (a) Have the custody of all funds and securities of the Corporation,

                     (b) Keep adequate and correct accounts of the Corporation's affairs and transactions, and

                     (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

          3.5 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

SECTION 4

Certificates and Transfer

          4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

          4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

SECTION 5

Amendments

           These bylaws may be altered, amended, repealed or restated by a majority of the directors of the Corporation.

Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507