RIVERTON COAL SALES, INC.
By-Laws
Adopted February 15, 1996 (prior to incorporation)

ARTICLE I
OFFICES

        The principal office of the Corporation in the State of West Virginia shall be located at 1524 Kanawha Boulevard, East, Charleston, West Virginia 25311, or at such place as shall be determined by the Board of Directors.

ARTICLE II
SHAREHOLDERS

Section 1.    Annual Meeting.

        There shall be an annual meeting of the shareholders at 9:00 o'clock a.m., on the 1st Friday of January of each year, commencing with the year 1997.

Section 2.    Special Meeting.

        Special meetings of the shareholders for any purpose or purposes, may be called by the President, or Executive Vice-President or by the Board of Directors and shall be called by the President at the request of any number of shareholders owning in the aggregate of at least twenty percent (20%) of the number of voting shares of the Corporation.

Section3.    Place of Meeting.

        The Board of Directors may designate any place as the place of meeting for any annual meeting or special meeting of shareholders called by the Board of Directors.

Section 4.    Notice.

        Written notice stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be in writing and mailed to each shareholder not more than forty-five (45) days nor less than ten (10) days prior to such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his last known address with postage thereon paid.

        A waiver of notice of any such meeting signed by a shareholder will obviate the necessity of giving such shareholder written notice.

Section 5.    Informal Action by Shareholder.

        Any action required to be taken at a meeting of the shareholders or any action, which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.

Section 6.    Quorum.

        Fifty percent (50%) of the outstanding voting shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

Section 7.    Proxies.

        At all meetings of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.

Section 8.    Cumulative Voting for Directors.

        At each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or to cumulate his votes by giving one candidate as many votes as the number of his shares shall equal or by distributing such votes on the same principle among any number of candidates.

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