STATE OF INDIANA

                        OFFICE OF THE SECRETARY OF STATE

                     CRAWFORD F. PARKER, Secretary of State



To Whom These Presents Come, Greeting:



         Whereas, there have been presented to me at this office Articles of

Incorporation in triplicate for YANKEETOWN DOCK CORPORATION showing capital

stock as follows:



         1,000 SHARES WITHOUT PAR VALUE



Said Articles of Incorporation having been prepared and signed in accordance

with "An Act concerning domestic and foreign corporations for profit, providing

penalties for the violation hereof, and repealing all laws or parts of laws in

conflict herewith," approved March 16, 1929, and Acts supplemental thereto.



         Whereas, upon due examination, I find that they conform to law:



         Now, therefore, I hereby certify that I have this day endorsed my

approval upon the triplicate copies of Articles so presented, and, having

received the fees required by law, in the sum of $11,50 have filed one copy of

the Articles in this office and returned two copies bearing the endorsement of

my approval to the incorporators, or their representatives.



                                    In Witness Whereof, I have hereunto set my

                                    hand and affixed the seal of the State of

                                    Indiana, at the city of Indianapolis, this

                                    29th day of April, 1953.

        [SEAL]

                                    ___________________________________________

                                      CRAWFORD F. PARKER, Secretary of State



                                    By ________________________________________

                                                PAUL CYR, Deputy







                                    Corporate Form No. 1 (Mar 50)--Page One

                                    ARTICLES OF INCORPORATION



                                    Prescribed by the Secretary of State of

                                    Indiana For Use with Special

                                    Instructions No. 1

                                    Use White Paper--Size 8x10 1/2 Inches



                                    Filing Requirements--Present 3 Executed

                                      Copies to Secretary of State



                                    Recording Requirements--Record 1 of such 3

                                      Executed Copies, as Approved and Returned

                                      by Secretary of State, with Recorder of

                                      County where Principal Office is Located.



                            ARTICLES OF INCORPORATION



                                       OF



                           YANKEETOWN DOCK CORPORATION



                  The undersigned incorporators, desiring to form a corporation

         (hereinafter referred to as the "Corporation") pursuant to the

         provisions of The Indiana General Corporation Act, as amended

         (hereinafter referred to as the "Act"), execute the following Articles

         of Incorporation.



                                    ARTICLE I



                                      Name



                  The name of the Corporation is YANKEETOWN DOCK CORPORATION.



                                   ARTICLE II



                                    Purposes



                  The purposes for which the Corporation is formed are:



                  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



                                                                               1







                                                                      Page One-A



         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, 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;



                  To construct, maintain and operate a dock or docks on the Ohio

         River near Yankeetown, Indiana with complete facilities for loading

         coal and other commodities into barges and with industrial or mine

         tracks or spurs connecting such dock or docks and loading facilities

         with mining areas or coal mines which are now or may be hereafter

         owned, operated or controlled by shareholders of the Corporation,

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