LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                        THOROUGHBRED MINING COMPANY, LLC



         THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of THOROUGHBRED

MINING COMPANY, LLC (the "LLC"), is dated as of January 23, 2002 and made by

Peabody Energy Corporation, a Delaware corporation (the "Member").



                                   WITNESSETH:



         WHEREAS, the LLC is a limited liability company formed under the

Delaware Limited Liability Company Act (the "Delaware LLC Act") pursuant to a

Certificate of Formation filed with the Delaware Secretary of State on March 7,

2002; and



         WHEREAS, the Member is the sole member of the LLC.



         NOW, THEREFORE, the Member hereby declares as follows:



         1.       LLC FORMATION, NAME, PLACE OF BUSINESS



                  1.1      FORMATION OF LLC; CERTIFICATE OF FORMATION



                           The Member of the LLC hereby acknowledges the

         formation of the LLC as a limited liability company pursuant to the

         Delaware LLC Act by virtue of the filing of a Certificate of Formation

         with the Delaware Secretary of State on March 7, 2002.



                  1.2      NAME OF LLC



                           The name of the LLC as of the date of this Agreement

         is and shall continue to be "Thoroughbred Mining Company, LLC". The

         business of the LLC may be conducted under any other name that is

         permitted by the Delaware LLC Act and selected by the Member. The

         Member promptly shall execute, file, and record any assumed or

         fictitious name certificates required by the laws of the State of

         Delaware or any state in which the LLC conducts business and shall take

         such other action as such Member determines is required by or advisable

         under the laws of the State of Delaware, or any other state in which

         the LLC conducts business, to use the name or names under which the LLC

         conducts business.



{PAGE}



                  1.3      PLACE OF BUSINESS



                           The LLC's principal place of business shall be St.

         Louis, Missouri. The Member may establish and maintain such other

         offices and additional places of business of the LLC, either within or

         without the State of Delaware, or close any office or place of business

         of the LLC, as he or she deems appropriate.



                  1.4      REGISTERED AGENT



                           The street address of the initial registered office

         of the LLC shall be:



                           The Corporation Trust Company

                           Corporation Trust Center

                           1209 Orange Street

                           Wilmington, Delaware 19801



         and the LLC's registered agent at such address shall be Corporation

         Service Company. The Member may from time to time appoint a new

         resident agent for the LLC.



         2.       PURPOSES AND POWERS OF LLC



                  2.1      PURPOSES



                           The purposes of the LLC shall be (i) to acquire,

         lease, sell or otherwise dispose of and/or hold coal, surface and other

         minerals, (ii) invest in, develop and/or operate various power

         generating facilities, coal mines, other energy related concerns and

         related transactions, (iii) to undertake any lawful transactions and

         engage in any lawful activity incidental to or in furtherance of the

         foregoing purposes or otherwise related to the energy business; and

         (iv) as agreed by the Member, to engage in any other lawful business,

         purpose or activity permitted by the Delaware LLC Act.



                  2.2      POWERS



                           The LLC shall have all the powers and privileges as

         are necessary or convenient to the conduct, promotion, or attainment of

         the business, purposes or activities of the LLC.



         3.       TERM OF LLC



                           The LLC commenced on the date upon which the

         Certificate of Formation was duly filed with the Delaware Secretary of

         State and shall continue until the dissolution of the LLC as provided

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