GIBCO MOTOR EXPRESS, L.L.C.



                               OPERATING AGREEMENT



         This Operating Agreement (this "Agreement") is executed as of the 14th

day of June, 1999, by Black Beauty Coal Company (the "Member").



                              EXPLANATORY STATEMENT



         The Member agrees to organize and operate Gibco Motor Express, L.L.C.

in accordance with the terms of, and subject to the conditions set forth in,

this Agreement.



         NOW, THEREFORE, for good and valuable consideration, the Member,

intending legally to be bound, agrees as follows:



                                    SECTION I



                                  DEFINED TERMS



         The following capitalized terms shall have the meanings specified in

this Section I. Other terms are defined in the text of this Agreement; and,

throughout this Agreement, those terms shall have the meanings respectively

ascribed to them.



         "Act" means the Indiana Business Flexibility Act, as amended from time

to time.



         "Agreement" means this Agreement, as amended from time to time.



         "Code" means the Internal Revenue Code of 1986, as amended, or any

corresponding provision of any succeeding law.



         "Company" means the limited liability company organized in accordance

with this Agreement.



         "Interest" means a Person's share of the Profits and Losses of, and the

right to receive distributions from, the Company.



         "Interest Holder" means any Person who hold an Interest, whether as a

Member or as an unadmitted assignee of a Member.



         "Involuntary Withdrawal" means, with respect to a Member, the

occurrence of any of the following events:



         (i)    A Member makes an assignment for the benefit of creditors;



         (ii)   A Member files a voluntary petition of bankruptcy;



         (iii)  A Member is adjudged bankrupt or insolvent or there is entered

against a Member an







order for relief in any bankruptcy or insolvency proceeding;



         (iv)   A Member 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)    A Member seeks, consents to, or acquiesces in the appointment of

a trustee for, receiver for, or liquidation of the Member or of all or any

substantial part of the Member's properties;



         (vi)   A Member files an answer or other pleading admitting or failing

to contest the material allegations of a petition filed against the Member in

any proceeding described in Subsections (i) through (v);



         (vii)  Any proceeding against the Member seeking reorganization,

arrangement, composition, readjustment, liquidation, dissolution, or similar

relief under any statute, law, or regulation, continues for one hundred twenty

(120) days after the commencement thereof, or the appointment of a trustee,

receiver, or liquidator for the Member or all or any substantial part of the

Member's properties without the Member's agreement or acquiescence, which

appointment is not vacated or stayed for one hundred twenty (120) days or, if

the appointment is stayed, for one hundred twenty (120) days after the

expiration of the stay during which period the appointment is not vacated; or



         (viii) A Member's death or adjudication by a court of competent

jurisdiction as incompetent to manage the Member's person or property.

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