EX-3 108 horizonnr-ex355a_062802.htm EXHIBIT 3.55(A) Exhibit 3.55(a)

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