CERTIFICATE OF INCORPORATION

                                       of

                              BEAVER COAL COMPANY.



     We, the undersigned, in order to form a corporation for the purposes

hereinafter stated, under and pursuant to the provisions of an Act of the

Legislature of the State of Delaware entitled "An Act Providing a General

Corporation Law" (approved March 10, 1899) and the Acts amendatory thereof and

supplemental thereto, do hereby certify as follows:



     1.   The name of the corporation is Beaver Coal Company.



     2.   The principal office of the corporation in the State of Delaware is

to be located in the City of Wilmington, County of Newcastle, State of

Delaware. The name of its resident agent is Delaware Charter Guarantee and

Trust Company, at No. 344 du Pont Building, 7 West Tenth Street.



     3.   The business, objects and purposes proposed to be transacted,

promoted and carried on by the said corporation, are to do any or all of the

acts and things herein set forth, to the same extent as natural persons might

or could to, viz.:



          (a)  To purchase, take on lease, or otherwise acquire, any mines,

mining rights and metalliferous land in any State or Territory of the United

States, or elsewhere, and any interest therein, and to explore, work, exercise,

develop and turn to account the same.



          (b)   To crush, win, get, quarry, smelt, calcine, refine, dress,

amalgamate, manipulate and prepare for market, ore, metal, clay, coal and

mineral substances of all kinds, and to carry on any other metallurgical

operations which may seem conducive to any of the Company's objects.



          (c)  To buy, sell, manufacture and deal in coal, minerals

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plant, machinery, implements, conveniences, provisions, and things capable of

being used in connection with mining or metallurgical operations, or required by

workmen and others employed by the Company.



     (d)  To construct, carry out, maintain, improve, manage, work, control and

superintend any roads, ways, tramways, railways, bridges, reservoirs,

watercourses, aqueducts, wharves, furnaces, saw-mills, crushing works, hydraulic

works, electrical works, factories, warehouses, and other works and conveniences

which may seem directly or indirectly conducive to any of the objects of the

company, and to contribute to, subsidize, or otherwise rid or take part in any

such operations. (Said railways to be without the State of Delaware).



     (e)  To manufacture, purchase or otherwise acquire, to hold, own, mortgage,

pledge, sell, assign and transfer or otherwise dispose of, to invest, trade,

deal in or deal with goods, wares, merchandise and personal property of every

class or description, to acquire by purchase, lease or otherwise, hold, own,

mortgage, pledge, sell, lease, transfer or otherwise dispose of real property

of every class and description  within the State of Delaware or elsewhere in

the United States, or any other country.



     (f)  To acquire the good will, rights and property and undertake the whole

or any part of the assets and liabilities of any person, firm, association or

corporation, and to pay for the same in cash, stocks, bonds of this corporation,

or otherwise.



     (g)  To enter into, make, perform and carry out contracts of every kind

without limit or to amount, with any person, firm, association or corporation.



     (h)  To draw, make, accept, endorse, discount, execute and issue promissory

notes, bills of exchange, warrants, bonds, debentures and other negotiable or

transferable instruments.



     (i)  To make and execute a corporate mortgage or mortgages



2





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upon any part or upon all the property, real, personal and mixed, rights,

credits and franchises of said corporation, including its franchise to be a

corporation, and to make and issue corporate bonds accompanying the said

mortgage and secured thereby, in such manner, for such sums, and payable and

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