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.

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