SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                SCHEDULE 13D

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             (AMENDMENT No. 4)

                             Ashland Coal, Inc.
                              (Name of issuer)

                                Common Stock
                       (Title of class of securities)

                                043906 10 6
                               (CUSIP number)

                             Thomas L. Feazell
                           Senior Vice President,
                       General Counsel and Secretary
                                Ashland Inc.
                             1000 Ashland Drive
                             Russell, KY 41169
                               (606) 329-3333
               (Name, address and telephone number of person
             authorized to receive notices and communications)

                               April 4, 1997
          (Date of event which requires filing of this statement)


         If the filing person has previously  filed a statement on Schedule
13G to report the  acquisition  which is the subject of this  Schedule 13D,
and is filing this schedule  because of Rule  13d-1(b)(3) or (4), check the
following box ____.

         Check the following box if a fee is being paid with the statement.
____  (A fee is not  required  only  if the  reporting  person:  (1)  has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of  securities  described in Item 1; and (2) has filed
no amendment  subsequent  thereto  reporting  beneficial  ownership of five
percent or less of such class.) (See Rule 13d-7.)




                                                            Page 2 of 7 pages
CUSIP No. 043906 10 6 13D


1        NAME OF REPORTING PERSONS       Ashland Inc.
         S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
                  61-0122250

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) 
                  N/A                                         (b) 

3        SEC USE ONLY

4        SOURCE OF FUNDS   00       (See Item 3)

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
         TO ITEM 2(d) or 2(e)  

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Kentucky

       NUMBER OF               7    SOLE VOTING POWER
        SHARES                          0
     BENEFICIALLY
       OWNED BY                8    SHARED VOTING POWER
         EACH                           10,281,586
       REPORTING                        (See Items 1 and 5)
    PERSON WITH
                               9    SOLE DISPOSITIVE POWER
                                                     0

                              10    SHARED DISPOSITIVE POWER
                                        10,281,586
                                        (See Items 1 and 5)

11       AGGREGATE AMOUNT  BENEFICIALLY OWNED BY EACH REPORTING PERSON
              10,281,586 shares of Common Stock* (See Items 1 and 5)

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              56.8% of the shares of Common Stock*   (See Items 1 and 5)



                                                            Page 3 of 7 pages
                                                  
14       TYPE OF REPORTING PERSON
              CO





* Includes shares of Common Stock obtainable  through the conversion of the
Class B Preferred Stock into Common Stock before August 18, 1998.


                                                            Page 4 of 7 pages



                     Securities and Exchange Commission
                           Washington, D.C. 20549
                                Schedule 13D

ITEM 1.  SECURITY AND ISSUER
         Ashland Inc. ("Ashland") currently owns 7,529,686 shares of Common
Stock ("Common  Stock"),  par value $.01 per share,  of Ashland Coal,  Inc.
("Ashland  Coal"),  an  increase  of 48,396  shares of Common  Stock  since
Amendment  No. 3 to Form 13-D was  filed.  Ashland  also owns 150 shares of
Class B Preferred Stock of Ashland Coal. Each share of Class B Preferred is
presently  convertible into 18,346 shares of Common Stock.  This conversion
rate  increases to 19,596  shares of Common Stock on August 18, 1998 and to
20,846  shares of Common Stock on August 18, 2003.  Carboex  International,
Inc.  ("Carboex")  owns 100 shares of Class C Preferred Stock which has the
same conversion rights as Class B Preferred Stock.
         Ashland  Coal  is  a  Delaware   corporation  with  its  principal
executive  offices  located at 2205 Fifth  Street  Road,  Huntington,  West
Virginia 25771.

ITEM 2.  IDENTITY AND BACKGROUND
         (a),  (b) and (c)  Ashland  is a  Kentucky  corporation  with  its
principal  executive  offices  located at 1000 Ashland Drive,  Russell,  KY
41169.  Ashland is a large U.S.  independent  refiner and independent crude
oil  gatherer  and  marketer;  a regional  retail  marketer of gasoline and
merchandise;  and a motor oil and automotive  chemical marketer in the U.S.
and  other  countries.  In  addition,  Ashland  is a large  distributor  of
chemicals and plastics in North America; a supplier of specialty  chemicals
worldwide;  a large U.S. highway contractor;  and a producer of natural gas
and crude oil.  Ashland also has equity  positions in Ashland Coal and Arch
Mineral Corporation ("Arch Mineral"), both U.S. coal producers.
         The  executive   officers  and  directors  of  Ashland  and  their
principal  occupations  are shown on the attached  Schedule I. The business
address of each executive  officer is shown on Schedule I. Each  director's
business address is Ashland Inc., c/o Office of the Secretary,1000  Ashland
Drive, Russell, KY 41169.

                                                            Page 5 of 7 pages

         (d-e) During the last five years,  neither  Ashland nor any of the
persons  listed in Schedule I hereto,  has been (i) convicted in a criminal
proceeding  (excluding traffic violations and similar misdemeanors) or (ii)
a party to a civil  proceeding  of a  judicial  or  administrative  body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment,  decree or final order  enjoining  future  violations of, or
prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
         (f) Each executive officer and director is a U.S. citizen.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
         Ashland has its shares of Common Stock and Class B Preferred Stock
enrolled in Ashland Coal's Dividend  Reinvestment Plan ("DRIP").  Under the
DRIP, the dividends  Ashland  receives on its Ashland Coal Common Stock and
Class B Preferred  are used to purchase  additional  shares of Ashland Coal
Common Stock in open market  purchases.  Since Amendment No. 3 to Form 13-D
was filed,  Ashland has acquired 48,396 shares of Ashland Coal Common Stock
through the DRIP.

ITEM 4.  PURPOSE OF TRANSACTION
         Ashland  acquired  the  additional  Common  Stock  for  investment
purposes.  Currently, Ashland has elected five of its executive officers to
Ashland Coal's Board of Directors and has sufficient  voting power to elect
at least one additional director to Ashland Coal's Board.
         This statement is being filed in connection with the Agreement and
Plan of Merger, dated as of April 4, 1997 (the "Merger  Agreement"),  among
Arch  Mineral  Corporation  ("Arch  Mineral"),  AMC Merger  Corporation,  a
Delaware  corporation and wholly owned  subsidiary of Arch Mineral ("Merger
Sub") and Ashland Coal, pursuant to which, among other things, Ashland Coal
will become a wholly owned  subsidiary  of Arch Mineral (the  "Merger").  A
copy of the Merger  Agreement is filed as Exhibit 7.1 to this Statement and
incorporated herein by reference.




                                                            Page 6 of 7 pages

         In connection with the execution of the Merger Agreement,  Ashland
has  entered  into a Voting  Agreement  dated as of April 4, 1997 with Arch
Mineral (the  "Voting  Agreement"),  pursuant to which  Ashland has agreed,
until the  earlier of the  Effective  Time of the Merger (as defined in the
Merger  Agreement) or the date on which the Merger Agreement is terminated,
to vote its shares of Ashland  Coal Common  Stock and its shares of Class B
Preferred Stock, par value $100 per share, for the approval and adoption of
the  Merger  Agreement  and in  favor  of the  Merger  and to grant to Arch
Mineral,  upon Arch Mineral's  request,  its irrevocable proxy to vote such
shares in such manner.  A copy of the Voting  Agreement is filed as Exhibit
7.2 to this Statement and incorporated herein by reference.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER
         By virtue of the Voting  Agreement,  pursuant to which Ashland has
agreed with Arch  Mineral  that it will vote,  or grant to Arch  Mineral at
Arch Mineral's request, a proxy with respect to 7,529,686 shares of Ashland
Coal Common  Stock and 150 shares of Ashland  Coal Class B Preferred  Stock
owned by  Ashland,  Ashland  and Arch  Mineral may be deemed to have shared
power to vote such shares. Included within the 10,281,586 shares of Ashland
Coal  Common  Stock  reported  as  beneficially  owned by  Ashland  are the
7,529,686  shares  reported  above and an  additional  2,751,900  shares of
Ashland Coal Common Stock that would be issuable upon the conversion of 150
shares of Ashland Coal Class B Preferred Stock.  Each share of Ashland Coal
Class B  Preferred  Stock and Class C Preferred  Stock,  par value $100 per
share,  of  Ashland  Coal  ("Ashland  Coal  Class C  Preferred  Stock")  is
convertible  into 18,346 shares of Ashland Coal Common Stock and the holder
thereof is entitled to cast 18,346 votes on matters  submitted to a vote of
Ashland Coal stockholders.
         By virtue of the Voting  Agreement,  pursuant to which Ashland has
agreed  with Arch  Mineral  that it will  not,  until  the  earlier  of the
Effective  Time of the Merger (as defined in the Merger  Agreement)  or the
date on which the Merger  Agreement is terminated,  dispose of such shares,
Ashland and Arch  Mineral may be deemed to have shared  power to dispose of
such  shares.  Such power  represents  approximately  56.8% of the combined
voting power of Ashland Coal Common Stock outstanding on April 4, 1997.



                                                            Page 7 of 7 pages

         Other than Ashland Coal Common Stock acquired  pursuant to Ashland
Coal's DRIP, neither Ashland nor any of the persons listed in Item 2 hereof
has  effected  any  transactions  relating to Ashland  Coal Common Stock or
Class B Preferred Stock within the past 60 days.  Except as reported herein
with  respect to voting and  dispositive  authority  over the Ashland  Coal
Common  Stock and Class B  Preferred  Stock  shared with Arch  Mineral,  no
person has the right to receive or the power to direct the dividends  from,
or the proceeds  from the sale of, the shares  described  in the  preceding
paragraph.

ITEM 6.  CONTRACTS,  ARRANGEMENTS  OR  UNDERSTANDINGS  WITH  RESPECT TO
         SECURITIES  OF  THE  ISSUER  

          Other than as set forth in this  statement,  neither  ashland nor
any of the persons named in item 2 hereof has any contracts,  arrangements,
understandings  or  relationships  (legal or otherwise) with respect to any
securities  of Ashland  Coal,  including  but not limited  to,  transfer or
voting of any of the securities,  finder's fees,  joint  ventures,  loan or
option  arrangements,  puts or calls,  guarantees  of profits,  division of
profits or loss, or the giving or withholding or proxies.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS
         7.1      Merger Agreement
         7.2      Voting Agreement


                                 SIGNATURE

        After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

                                                 April 15, 1997
                                       --------------------------------
                                                    (Date)

                                        /s/  Thomas L. Feazell 
                                       --------------------------------
                                       Thomas L. Feazell
                                       Senior Vice President, General Counsel
                                       and Secretary






                                SCHEDULE I


                     DIRECTORS AND EXECUTIVE OFFICERS
                                    OF
                               ASHLAND INC.
               PRINCIPAL OCCUPATIONS AND BUSINESS ADDRESSES



    DIRECTORS                        PRINCIPAL OCCUPATION*
- --------------------     ----------------------------------------------------

Jack S.  Blanton         Chairman  of  the  Board  of  Houston
                         Endowment,  Inc. and  President  of Eddy  Refining
                         Company, Houston, Texas

Thomas E. Bolger         Chairman of the Executive  Committee of
                         the   Board   of   Bell   Atlantic    Corporation,
                         Philadelphia, Pennsylvania

Samuel C.  Butler        Partner  of  Cravath,  Swaine & Moore,
                         Attorneys, New York, New York

Frank C.  Carlucci       Chairman of the Board of the Carlyle
                         Group, Washington, D.C.

Paul W.  Chellgren       Chairman  of the  Board  and  Chief
                         Executive   Office  of  Ashland   Inc.,   Ashland,
                         Kentucky

James B. Farley          Retired Chairman and Current Trustee of Mutual of 
                         New York, New York

Ralph E. Gomory          President of the Alfred P. Sloan Foundation, 
                         New York, New York

Mannie L. Jackson        Majority owner and Chairman of the Harlem 
                         Globetrotters, International

Patrick F. Noonan        Chairman of the Board of The Conservation Fund, 
                         Arlington, Virginia

Jane C. Pfeiffer         Management Consultant, Greenwich, Connecticut

Michael D. Rose          Chairman of the Board of Promus Hotel Corporation, 
                         Memphis, Tennessee


    DIRECTORS                        PRINCIPAL OCCUPATION*
- --------------------     ----------------------------------------------------

William L. Rouse, Jr.    Investments, Naples, Florida

Dr. Robert B. Stobaugh   Professor, Emeritus Harvard Business School, Boston, 
                         Massachusetts




*  For business addresses, see Item 2.



EXECUTIVE OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION - ------------------ ---------------- -------------------- Paul W. Chellgren P. O. Box 391 Chairman of the Board and Ashland, KY 41114 Chief Executive Officer John A. Brothers Ashland Chemical Company, Executive Vice President a Division of Ashland Inc. P.O. Box 2219 Columbus, OH 43216 James R. Boyd P. O. Box 391 Senior Vice President and Ashland, KY 41114 Group Operating Officer J. Marvin Quin P. O. Box 391 Senior Vice President and Ashland, KY 41114 Chief Financial Officer Thomas L. Feazell P. O. Box 391 Senior Vice President, Ashland, KY 41114 General Counsel and Secretary Robert E. Yancey, Jr. P. O. Box 391 Senior Vice President and Ashland, KY 41114 President, Ashland Petroleum Company, a Division of Ashland Inc. Harry M. Zachem P. O. Box 391 Senior Vice President, Ashland, KY 41114 External Affairs David J. D'Antoni Ashland Chemical Company, Senior Vice President; a Division of Ashland Inc. President, Ashland P. O. Box 2219 Chemical Company, a Columbus, OH 43216 Division of Ashland Inc. John F. Pettus P. O. Box 14000 Senior Vice President; Lexington, KY 40512 President, SuperAmerica Group, a Division of Ashland Inc. Charles F. Potts APAC, Inc. Senior Vice President; 3340 Peachtree Rd., NE President, APAC, Inc. Tower Place Atlanta, GA 30326 EXECUTIVE OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION - ------------------ ---------------- -------------------- Paul T. Tiefel 14701 St. Mary's Lane Vice President; President Houston, TX 77079 Blazer Energy Corp. James J. O'Brien P.O. Box 1400 Senior Vice President; President, Lexington, KY 40512 The Valvoline Company, a Division of Ashland Inc. John W. Dansby P. O. Box 391 Administrative Vice Ashland, KY 41114 President; Treasurer Kenneth L. Aulen P. O. Box 391 Administrative Vice Ashland, KY 41114 President; Controller Philip W. Block P. O. Box 391 Administrative Vice Ashland, KY 41114 President Fred E. Lutzeier P. O. Box 391 Auditor Ashland, KY 41114
EXHIBIT INDEX Exhibit No. Description - ------- ----------- 7.1 Agreement and Plan of Merger, dated as of April 4, 1997 among Arch Mineral Corporation, AMC Merger Corporation and Ashland Coal, Inc. (Filed herewith.) 7.2 Voting Agreement, dated as of April 4, 1997, by and between Arch Mineral Corporation and Ashland Inc. (Filed herewith.)
                                                           CONFORMED COPY






                          AGREEMENT AND PLAN OF MERGER

                            dated as of April 4, 1997

                                      among

                            ARCH MINERAL CORPORATION,

                             AMC MERGER CORPORATION

                                       and

                               ASHLAND COAL, INC.










                                TABLE OF CONTENTS

                                                                            PAGE

      ARTICLE I               THE MERGER...................................  2
            Section 1.1       Effective Time of the Merger.................  2
            Section 1.2       Closing......................................  2
            Section 1.3       Effects of the Merger........................  2
            Section 1.4       Headquarters.................................  2

      ARTICLE II              CONVERSION OF SECURITIES.....................  3
            Section 2.1       Conversion of Capital Stock..................  3
            Section 2.2       Exchange of Certificates.....................  4
            Section 2.3       No Further Transfers.........................  6
            Section 2.4       Dissenting Shares............................  6
            Section 2.5       Withholding..................................  6

      ARTICLE III             REPRESENTATIONS AND WARRANTIES...............  7
            Section 3.1       Representations and Warranties of the
                              Company and ACI..............................  7

      ARTICLE IV              COVENANTS.................................... 22
            Section 4.1       Stockholder Approval......................... 22
            Section 4.2       Conduct of Business.......................... 22
            Section 4.3       Access to Information........................ 24
            Section 4.4       Legal Conditions to the Merger............... 25
            Section 4.5       Public Announcements......................... 25
            Section 4.6       Tax-Free Reorganization...................... 25
            Section 4.7       Affiliate Agreements......................... 25
            Section 4.8       Representations, Covenants and
                              Conditions; Further Assurances............... 26
            Section 4.9       Certain Benefit Matters...................... 26
            Section 4.10      Indemnification; Insurance................... 28
            Section 4.11      Notification of Certain Matters.............. 29
            Section 4.12      NYSE Listing................................. 29

      ARTICLE V               CONDITIONS TO MERGER......................... 30
            Section 5.1       Conditions to Each Party's Obligation To
                              Effect the Merger............................ 30
            Section 5.2       Additional Conditions to Obligations of
                              ACI.......................................... 31
            Section 5.3       Additional Conditions to Obligation of
                              the Company.................................. 32

      ARTICLE VI              TERMINATION AND AMENDMENT.................... 33
            Section 6.1       Termination.................................. 33
            Section 6.2       Effect of Termination........................ 33
            Section 6.3       Fees and Expenses............................ 33
            Section 6.4       Amendment.................................... 34
            Section 6.5       Extension; Waiver............................ 34


                                        i




                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE


      ARTICLE VII             MISCELLANEOUS................................ 34
            Section 7.1       Nonsurvival of Representations and
                              Warranties................................... 34
            Section 7.2       Notices...................................... 34
            Section 7.3       Interpretation............................... 36
            Section 7.4       Knowledge.................................... 36
            Section 7.5       Counterparts................................. 36
            Section 7.6       Entire Agreement; No Third Party
                              Beneficiaries................................ 36
            Section 7.7       Governing Law................................ 36
            Section 7.8       Assignment................................... 36
            Section 7.9       Severability................................. 37
            Section 7.10      Failure or Indulgence Not Waiver;
                              Remedies Cumulative.......................... 37

Annex A     -     Form of Restated Certificate of Incorporation
                  of Arch Coal, Inc.
Annex B     -     Form of Restated and Amended Bylaws of
                  Arch Coal, Inc.
Annex C     -     Directors of Arch Coal, Inc. as of the Effective
                  Time
Annex D     -     Form of Affiliate Agreement
Annex E     -     Form of Arch Coal, Inc. 1997 Stock Incentive Plan



                                       ii






                          AGREEMENT AND PLAN OF MERGER


      AGREEMENT AND PLAN OF MERGER ("AGREEMENT"),  dated as of April 4, 1997, by
and among Arch Mineral Corporation,  a Delaware corporation (the "COMPANY"), AMC
Merger  Corporation,  a Delaware  corporation  ("MERGER  SUB") and wholly  owned
subsidiary  of the  Company,  and Ashland  Coal,  Inc.,  a Delaware  corporation
("ACI").

      WHEREAS,  the Boards of Directors of the parties hereto have approved this
Agreement  and deem it advisable and in the best  interests of their  respective
corporations  and  stockholders  that the Company and ACI enter into a strategic
business combination in order to advance the long-term business interests of the
Company and ACI and enhance stockholder value; and

      WHEREAS,  such strategic business  combination of the Company and ACI will
be effected pursuant to the terms of this Agreement by means of a transaction in
which Merger Sub will merge with and into ACI (the "MERGER"), whereupon ACI will
become a wholly owned  subsidiary of the Company,  and the  stockholders  of ACI
will become stockholders of the Company; and

      WHEREAS,  prior to the  execution  and  delivery  of this  Agreement,  all
corporate action necessary to amend and restate,  effective immediately prior to
the Effective Time (as herein  defined),  the Certificate of  Incorporation  and
Bylaws of the Company in their  entireties to read as set forth in Annexes A and
B attached hereto,  respectively  (the "COMPANY AMENDED AND RESTATED CHARTER AND
BYLAWS"),  has been taken by the Board of Directors and the  stockholders of the
Company; and

      WHEREAS,  concurrently  with the execution and delivery of this  Agreement
and as a condition and  inducement to the  Company's  willingness  to enter into
this  Agreement,  Ashland Inc., a stockholder  of ACI, has entered into a Voting
Agreement  (the  "VOTING  AGREEMENT")  with the  Company  pursuant to which such
stockholder has agreed,  among other things, to vote its shares of Common Stock,
par value $.01 per share,  of ACI ("ACI  COMMON  STOCK")  and Class B  Preferred
Stock, par value $100 per share, of ACI ("ACI CLASS B PREFERRED STOCK") in favor
of this Agreement and otherwise in favor of the Merger; and

      WHEREAS,  for federal income tax purposes,  it is intended that the Merger
shall qualify either as a reorganization within the meaning of Section 368(a) of
the  Internal  Revenue  Code  of  1986,  as  amended  (the  "CODE"),   or  as  a
non-recognition exchange of stock under Section 351 of the Code;

      NOW,  THEREFORE,  in  consideration  of the foregoing  and the  respective
representations,  warranties,  covenants  and  agreements  set forth below,  the
parties agree as follows:








                                    ARTICLE I

                                   THE MERGER

      Section 1.1  EFFECTIVE  TIME OF THE MERGER.  Subject to the  provisions of
this  Agreement,  a certificate of merger (the  "CERTIFICATE OF MERGER") in such
form  (including,  if required,  an agreement of merger) as required in order to
effect  the  Merger  under  the  relevant  provisions  of the  Delaware  General
Corporation Law (the "DGCL") shall be duly prepared,  executed and  acknowledged
by the appropriate party or parties and thereafter delivered to the Secretary of
State of the State of  Delaware  for filing as  provided  in the DGCL as soon as
practicable on or after the Closing Date. The Merger shall become effective upon
the filing of the Certificate of Merger with the Secretary of State of the State
of Delaware or at such time  thereafter  as is  provided in the  Certificate  of
Merger (the "EFFECTIVE TIME").

      Section 1.2 CLOSING.  The closing of the Merger (the  "CLOSING") will take
place at a time and on a date to be  specified  by the  Company  and ACI,  which
shall be as soon as  practicable  after all of the  conditions to the Merger set
forth in  Article V have been  satisfied  or  waived,  subject  to the rights of
termination and abandonment  hereinafter  set forth (the "CLOSING  DATE"),  at a
location mutually agreeable to the parties.

      Section 1.3       EFFECTS OF THE MERGER.

      (a) At the Effective Time (i) Merger Sub shall be merged with and into ACI
and the separate  existence of Merger Sub will cease,  (ii) the  Certificate  of
Incorporation  and  Bylaws of Merger Sub as in effect  immediately  prior to the
Merger shall become the  Certificate of  Incorporation  and Bylaws of ACI as the
surviving  corporation  of the Merger,  and (iii) the directors of Merger Sub at
the Effective Time shall be the directors of ACI as the surviving corporation of
the  Merger  and hold  office  as  provided  in the  Bylaws  of ACI as in effect
beginning at the Effective Time.

      (b) The Merger shall  otherwise  have the effects  specified in applicable
provisions of the DGCL.

      (c) At the  Effective  Time,  the directors of the Company shall be as set
forth in Annex C attached hereto.

      Section 1.4  HEADQUARTERS.  The  executive  staff of the  Company  will be
located in St. Louis,  Missouri at least until the earlier of (i) two years from
the date of the  Effective  Time or (ii) such  time as  various  trusts  for the
benefit of descendants of H.L. and Lyda Hunt, the beneficiaries of those trusts,
and various  corporations owned by trusts for the benefit of descendants of H.L.
and Lyda  Hunt  (collectively,  the  "Hunt  Entities")  own less than 50% of the
Company Common Stock that the Hunt Entities owned at the

                                      2





Effective  Time.  The  operational  personnel of the Company  will  initially be
located in Huntington, West Virginia. Following the Effective Time, the Board of
Directors of the Company will engage a recognized  expert in office  location to
compile  and  present  to  the  Board  of  Directors  of  the  Company  detailed
recommendations regarding the location of the principal executive offices of the
Company.

                                   ARTICLE II

                            CONVERSION OF SECURITIES

      Section 2.1  CONVERSION OF CAPITAL  STOCK.  As of the  Effective  Time, by
virtue of the  Merger  and  without  any action on the part of the holder of any
shares of capital stock of the Company, ACI or Merger Sub:

      (a) The issued and  outstanding  shares of the capital stock of Merger Sub
shall be converted into and become 1,000 fully paid and nonassessable  shares of
Common Stock, par value $1.00 per share, of ACI, as the surviving corporation of
the Merger.

      (b) Each  issued  and  outstanding  share of ACI Common  Stock  other than
shares of ACI Common  Stock  issued and held in the  treasury of ACI or owned of
record by the Company or any direct or indirect  subsidiary of the Company shall
be converted into and shall become one share of Common Stock, par value $.01 per
share, of the Company ("COMPANY COMMON STOCK").

      (c) Each issued and outstanding share of ACI Class B Preferred Stock other
than shares of ACI Class B Preferred  Stock  issued and held in the  treasury of
ACI or owned of record by the  Company or any direct or indirect  subsidiary  of
the  Company  and other  than  shares of ACI Class B  Preferred  Stock held by a
holder who has properly  exercised and perfected  appraisal rights under Section
262 of the DGCL ("ACI CLASS B DISSENTING  SHARES")  shall be converted  into and
become 20,500 shares of Company Common Stock.

      (d) Each  issued and  outstanding  share of Class C Preferred  Stock,  par
value $100 per share,  of ACI ("ACI CLASS C PREFERRED  STOCK") other than shares
of ACI Class C Preferred  Stock  issued and held in the treasury of ACI or owned
of record by the Company or any direct or indirect subsidiary of the Company and
other  than  shares  of ACI Class C  Preferred  Stock  held by a holder  who has
properly exercised and perfected  appraisal rights under Section 262 of the DGCL
("ACI CLASS C  DISSENTING  SHARES"  and,  together  with ACI Class B  Dissenting
Shares,  "ACI  DISSENTING  SHARES")  shall be converted  into and become  20,500
shares of Company Common Stock.

      (e) Each share of ACI Common  Stock,  ACI Class B Preferred  Stock and ACI
Class C  Preferred  Stock  issued  and held in the  treasury  of ACI or owned of
record by the Company or any direct or

                                      3





indirect  subsidiary  thereof  immediately  prior to the  Effective  Time  shall
automatically  be canceled and retired  without any conversion  thereof,  and no
consideration shall be exchangeable therefor.

      (f) All shares of ACI Common  Stock,  ACI Class B Preferred  Stock and ACI
Class C Preferred  Stock,  when converted into shares of Company Common Stock as
provided  in this  Section  2.1,  shall  no  longer  be  outstanding  and  shall
automatically  be canceled and retired and shall cease to exist, and each holder
of a  certificate  representing  any such shares  shall cease to have any rights
with respect  thereto,  except the right to receive the shares of Company Common
Stock  to be  issued  in  consideration  therefor  upon  the  surrender  of such
certificate in accordance with Section 2.2, without interest.

      Section 2.2       EXCHANGE OF CERTIFICATES.

      (a) After the  Effective  Time,  each  holder  of a  certificate  formerly
evidencing  shares of ACI Common  Stock  which have been  converted  pursuant to
Section 2.1(b),  each holder of a certificate  formerly evidencing shares of ACI
Class B Preferred  Stock which have been converted  pursuant to Section  2.1(c),
each holder of a certificate formerly evidencing shares of ACI Class C Preferred
Stock which have been converted  pursuant to Section  2.1(d),  upon surrender of
the same to First Chicago Trust  Company of New York or another  exchange  agent
selected by the Company  (the  "EXCHANGE  AGENT") as provided in Section  2.2(b)
hereof,  shall be entitled to receive in exchange  therefor (i) a certificate or
certificates  representing  the  number of shares of Company  Common  Stock into
which such shares of ACI Common Stock,  ACI Class B Preferred Stock or ACI Class
C  Preferred  Stock shall have been so  converted.  Until so  surrendered,  each
certificate  formerly  evidencing  shares  of ACI  Common  Stock,  ACI  Class  B
Preferred Stock or ACI Class C Preferred Stock which have been so converted will
be deemed for all corporate purposes of the Company to evidence ownership of the
number of shares of  Company  Common  Stock for which the  shares of ACI  Common
Stock,  ACI Class B  Preferred  Stock or ACI Class C  Preferred  Stock  formerly
represented  thereby  were  exchanged;   provided,   however,  that  until  such
certificate  is so  surrendered,  no  dividend  payable  to holders of record of
Company  Common Stock as of any date  subsequent to the Effective  Time shall be
paid to the  holder of such  certificate  in  respect  of the  shares of Company
Common  Stock  evidenced  thereby and such holder  shall not be entitled to vote
such shares of Company Common Stock.  Upon  surrender of a certificate  formerly
evidencing shares of ACI Common Stock , ACI Class B Preferred Stock or ACI Class
C  Preferred  Stock  which have been so  converted,  there  shall be paid to the
record  holder of the  certificates  of Company  Common Stock issued in exchange
therefor  (i) at the time of such  surrender,  the amount of  dividends  and any
other  distributions  theretofore  paid with  respect to such  shares of Company
Common Stock as of any date  subsequent to the Effective  Time to the extent the
same has not yet been paid to a public

                                      4





official pursuant to abandoned property, escheat or similar laws and (ii) at the
appropriate  payment date,  the amount of dividends and any other  distributions
with a record date after the Effective Time but prior to surrender and a payment
date  subsequent to surrender  payable with respect to such shares.  No interest
shall be payable with respect to the payment of such dividends.

      (b) As soon as  practicable  after the Effective  Time, the Exchange Agent
shall  send a notice  and a  transmittal  form to each  holder  of  certificates
formerly  evidencing  shares of ACI Common  Stock,  each holder of  certificates
formerly  evidencing  shares of ACI Class B  Preferred  Stock and each holder of
certificates  formerly  evidencing  shares of ACI Class C Preferred Stock (other
than  certificates  formerly  representing  shares to be  canceled  pursuant  to
Section 2.1(e) and  certificates  representing  ACI Dissenting  Shares) advising
such  holder  of  the   effectiveness  of  the  Merger  and  the  procedure  for
surrendering to the Exchange Agent (who may appoint  forwarding  agents with the
approval of the  Company)  such  certificates  for  exchange  into  certificates
evidencing  Company  Common  Stock.  Each  holder  of  certificates  theretofore
evidencing  shares of ACI Common Stock, ACI Class B Preferred Stock or ACI Class
C Preferred Stock,  upon proper surrender thereof to the Exchange Agent together
and in accordance with such  transmittal  form,  shall be entitled to receive in
exchange therefor  certificates  evidencing  Company Common Stock deliverable in
respect of the shares of ACI Common  Stock,  ACI Class B Preferred  Stock or ACI
Class  C  Preferred  Stock   theretofore   evidenced  by  the   certificates  so
surrendered.  At any time  following  one year  after the  Effective  Time,  the
Company  shall be  entitled  to  require  the  Exchange  Agent to deliver to the
Company any consideration  issuable or payable in the Merger which had been made
available to the Exchange Agent by or on behalf of the Company and which has not
been provided or disbursed to holders of  certificates  representing  ACI Common
Stock,  ACI  Class B  Preferred  Stock  or ACI  Class  C  Preferred  Stock,  and
thereafter  such  holders  shall be  entitled  to look to the Company as general
creditors thereof with respect to the  consideration  issuable or payable in the
Merger  upon  the due  surrender  of  their  certificates.  Notwithstanding  the
foregoing,  neither the Exchange Agent nor any party hereto shall be liable to a
holder of certificates  theretofore representing shares of ACI Common Stock, ACI
Class B Preferred  Stock or ACI Class C Preferred Stock for any amount which may
be required to be paid to a public official pursuant to any applicable abandoned
property, escheat or similar law.

      (c) If any certificate  evidencing shares of Company Common Stock is to be
delivered  to a person  other  than the  person in whose  name the  certificates
surrendered in exchange therefor are registered,  it shall be a condition to the
issuance of such certificate  evidencing shares of Company Common Stock that the
certificates  so  surrendered  shall be  properly  endorsed  or  accompanied  by
appropriate stock powers and otherwise in proper

                                      5





form for transfer,  that such  transfer  otherwise be proper and that the person
requesting  such transfer pay to the Exchange  Agent any transfer or other taxes
payable by reason of the  foregoing  or  establish  to the  satisfaction  of the
Exchange Agent that such taxes have been paid or are not required to be paid.

      (d) In  the  event  any  certificate  shall  have  been  lost,  stolen  or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
such  certificate  to be lost,  stolen or  destroyed,  the Company will issue in
exchange  for  such  lost,  stolen  or  destroyed  certificate  the  certificate
evidencing  shares of Company Common Stock  deliverable in respect  thereof,  as
determined in accordance  with this Article II. When  authorizing  such issue of
the  certificate  for shares of Company Common Stock in exchange  therefor,  the
Company  may, in its  discretion  and as a condition  precedent  to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate to give
the Company a bond in such sum as it may direct as  indemnity  against any claim
that may be made against the Company with respect to the certificate  alleged to
have been lost, stolen or destroyed.

      (e)  Approval and adoption of this  Agreement by the  stockholders  of ACI
shall  constitute,  as an  integral  part  of the  Merger,  ratification  of the
appointment of, and the reappointment of, said Exchange Agent.

      Section 2.3 NO FURTHER TRANSFERS. After the Effective Time, there shall be
no registration of transfers of shares on the stock transfer books of ACI of the
shares  of ACI  Common  Stock,  ACI  Class B  Preferred  Stock  and ACI  Class C
Preferred Stock that were outstanding immediately prior to the Effective Time.

      Section 2.4 DISSENTING SHARES.  Notwithstanding anything in this Agreement
to the  contrary,  no  ACI  Dissenting  Share  shall  be  converted  into  or be
exchangeable  for the right to receive the  consideration  therefor  provided in
Section  2.1,  but  the  holder  thereof  shall  be  entitled  to  receive  such
consideration  as shall be  determined  pursuant to Section 262 of the DGCL with
respect to such share;  PROVIDED,  HOWEVER,  that if any such holder  shall have
failed to perfect or shall have  effectively  withdrawn or  otherwise  lost such
holder's rights to appraisal under the DGCL, such holder's ACI Dissenting Shares
shall  thereupon  be  deemed  to have  been  converted  into and to have  become
exchangeable   for,  as  of  the  Effective  Time,  the  right  to  receive  the
consideration therefor provided in Section 2.1 without any interest thereon, and
such shares shall no longer be ACI Dissenting Shares.

      Section  2.5  WITHHOLDING.  The  Company or the  Exchange  Agent  shall be
entitled to deduct and  withhold  from the  consideration  otherwise  payable or
issuable pursuant to this Agreement to any holder of ACI Common Stock, ACI Class
B Preferred  Stock or ACI Class C Preferred Stock such amounts as the Company or
the Exchange

                                      6





Agent is  required  to deduct and  withhold  with  respect to the making of such
payment or issuance under the Code, or any provision of state,  local or foreign
tax law.  To the extent  that  amounts  are so  withheld  by the  Company or the
Exchange Agent,  such withheld amounts shall be treated for all purposes of this
Agreement  as having been paid to the holder of the shares of ACI Common  Stock,
ACI Class B Preferred  Stock or ACI Class C Preferred  Stock in respect of which
such deduction and withholding was made by the Company or the Exchange Agent.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      Section 3.1  REPRESENTATIONS  AND  WARRANTIES OF THE COMPANY AND ACI. When
used in connection  with the Company or any of its respective  Subsidiaries  (as
hereinafter defined) or ACI or any of its respective  Subsidiaries,  as the case
may be, the term  "MATERIAL  ADVERSE  EFFECT" for all purposes of this Agreement
means any change or effect that  individually  or when taken  together  with all
other such changes or effects that have occurred during any relevant time period
prior to the date of  determination  of the  occurrence of the Material  Adverse
Effect,  (i) is  materially  adverse or is  reasonably  likely to be  materially
adverse to the business, assets, financial condition or results of operations or
prospects  of the  Company  and  its  respective  Subsidiaries  or ACI  and  its
respective  Subsidiaries,  respectively,  in each case taken as a whole, or (ii)
does materially adversely affect or is reasonably likely to materially adversely
affect  the  ability  of,  in the  case  of the  Company,  the  Company  and its
Subsidiaries  taken as a whole, or, in the case of ACI, ACI and its Subsidiaries
taken as a whole,  as the case may be, to  perform  its  respective  obligations
under this Agreement or the Ancillary  Documents (as hereinafter  defined) or to
consummate the transactions  contemplated  hereby or thereby.  When used herein,
the term  "material"  for all purposes of this  Agreement  means material to the
party referred to and its Subsidiaries taken as a whole.  Except as set forth in
the  disclosure  letter  (designated as such  specifically  for purposes of this
Agreement)  delivered at or prior to the execution hereof to the Company or ACI,
as the case may be, by ACI and the Company,  respectively  (each,  a "DISCLOSURE
LETTER"),  and  except  (in the  case of ACI) as  disclosed  in  reports,  proxy
statements  or  information  statements  filed by ACI with  the  Securities  and
Exchange  Commission  (the "SEC") under the Securities  Exchange Act of 1934, as
amended (the "EXCHANGE  ACT"),  the Company  (except for paragraphs (c), (n) and
(w) below) hereby represents and warrants to ACI, and ACI (except for paragraphs
(b) and (z) below), hereby represents and warrants to the Company, that:

      (a)  CORPORATE  ORGANIZATION  AND  QUALIFICATION.   It  and  each  of  its
Subsidiaries  (both  domestic and  foreign),  is an entity duly formed,  validly
existing and in good standing under the laws of its

                                      7





respective jurisdiction of formation and is in good standing as a foreign entity
in each  jurisdiction  where the properties  owned,  leased or operated,  or the
business conducted, by it or its Subsidiaries require such qualification, except
for such  failure  to so  qualify  or be in such good  standing  which  does not
constitute  a  Material  Adverse  Effect.  As used in this  Agreement,  the word
"SUBSIDIARY"  means,  with respect to any party, any corporation or other entity
or organization, whether incorporated or unincorporated, of which (i) such party
or  any  other  Subsidiary  of  such  party  is  a  general  partner  (excluding
partnerships,  the general partnership interests of which are held by such party
or any  Subsidiary  of such  party  that do not have a  majority  of the  voting
interest in such  partnership)  or (ii) at least a majority of the securities or
other interests  having by their terms ordinary voting power to elect a majority
of the Board of Directors or others performing similar functions with respect to
such  corporation  or other  organization  is  directly or  indirectly  owned or
controlled by such party or by any one or more of its  Subsidiaries,  or by such
party and one or more of its  Subsidiaries.  It and each of its Subsidiaries has
the  requisite  corporate  power  and  authority  to  carry  on  its  respective
businesses as they are now being conducted. It has made available to the Company
(in the case of ACI) and ACI (in the case of the Company) a complete and correct
copy of its Certificate of Incorporation  and Bylaws, in each case as amended to
date. In each case, such  Certificate of  Incorporation  and Bylaws so delivered
are in full force and effect.

      (b) AUTHORIZED CAPITAL OF THE COMPANY. The authorized capital stock of the
Company  consists  of  100,000,000  shares of  Company  Common  Stock,  of which
20,948,463  shares are  outstanding.  All of the  outstanding  shares of Company
Common Stock have been duly  authorized and are validly  issued,  fully paid and
nonassessable.  No Company  Common Stock has been reserved for issuance,  except
for shares of Company  Common Stock  reserved for issuance  pursuant to the Arch
Coal, Inc. 1997 Stock Incentive Plan. The Company does not have  outstanding any
bonds,  debentures,  notes or other  obligations  the  holders of which have the
right  to vote (or are  convertible  into or  exercisable  or  exchangeable  for
securities  having the right to vote) either alone or with the  stockholders  of
the Company on any matter.  Each of the  outstanding  shares of capital stock of
each of the Company's corporate Subsidiaries is duly authorized, validly issued,
fully  paid and  nonassessable  and,  except  for shares  held by  officers  and
directors of the Company and its Subsidiaries as nominees and for the benefit of
the Company or any of its Subsidiaries, is owned, either directly or indirectly,
by the Company free and clear of all liens, pledges, security interests,  claims
or other encumbrances. Except as set forth above, there are no shares of capital
stock of the  Company  authorized,  issued  or  outstanding,  and  there  are no
preemptive rights or any outstanding  subscriptions,  options, warrants, rights,
convertible  securities or other agreements or commitments of the Company or any
of its Subsidiaries of any

                                      8





character  relating to the issued or unissued  capital stock or other securities
of the Company or any of its Subsidiaries.

      (c)  AUTHORIZED  CAPITAL  OF ACI.  The  authorized  capital  stock  of ACI
consists of 44,000,000  shares of ACI Common Stock, of which  13,518,008  shares
were  outstanding  as of March  31,  1997,  500  shares of  convertible  Class A
Preferred Stock, of which no shares were outstanding on such date, 250 shares of
ACI Class B Preferred  Stock, of which 150 shares were outstanding on such date,
and 250  shares  of ACI  Class C  Preferred  Stock,  of which  100  shares  were
outstanding on such date. Since such date, no additional shares of capital stock
of ACI have been  issued  except for shares of ACI Common  Stock which have been
issued upon  conversion of shares of ACI Class B Preferred  Stock or ACI Class C
Preferred Stock, pursuant to the exercise of options outstanding as of such date
under the ACI Stock Plans (as defined  below),  or pursuant to the ACI  Dividend
Reinvestment  and Stock  Purchase  Plan (the  "DRP").  As of such date,  519,035
shares of ACI Common Stock were issuable upon  exercise of  outstanding  options
under the 1988 Stock  Incentive Plan for Key Employees of Ashland Coal, Inc. and
Subsidiaries  and 175,000 shares of ACI Common Stock were issuable upon exercise
of outstanding  options under the ACI 1995 Stock Incentive Plan  (together,  the
"ACI STOCK PLANS"). All of the outstanding shares of ACI Common Stock, ACI Class
B Preferred  Stock and ACI Class C Preferred Stock have been duly authorized and
are  validly  issued,  fully  paid and  nonassessable.  ACI has no shares of ACI
Common  Stock,  ACI  Class B  Preferred  Stock or ACI  Class C  Preferred  Stock
reserved for  issuance,  except that, as of such date, an aggregate of 1,519,035
shares of ACI Common Stock were reserved for issuance  pursuant to the ACI Stock
Plans,  an aggregate of 5,211,500  shares of ACI Common Stock were  reserved for
issuance upon  conversion of shares of ACI Class B Preferred Stock and ACI Class
C Preferred  Stock,  and an aggregate of 137,812.436  shares of ACI Common Stock
were reserved for issuance  pursuant to the DRP. ACI has no  outstanding  bonds,
debentures,  notes or other  obligations  the holders of which have the right to
vote (or are  convertible  into or  exercisable or  exchangeable  for securities
having the right to vote)  either alone or with the  stockholders  of ACI on any
matter.  Each of the  outstanding  shares  of  capital  stock  of each of  ACI's
corporate  Subsidiaries  is duly  authorized,  validly  issued,  fully  paid and
nonassessable  and,  except for shares held by officers and directors of ACI and
its  Subsidiaries  as  nominees  and  for  the  benefit  of  ACI  or  any of its
Subsidiaries,  is owned, either directly or indirectly, by ACI free and clear of
all liens, pledges, security interests, claims or other encumbrances.  Except as
set forth above,  as of the date hereof there are no shares of capital  stock of
ACI authorized,  issued and outstanding,  and there are no preemptive  rights or
any outstanding subscriptions, options, warrants, rights, convertible securities
or other  agreements or  commitments  of ACI or any of its  Subsidiaries  of any
character  relating to the issued or unissued  capital stock or other securities
of ACI or any of its Subsidiaries.

                                      9






      (d) CORPORATE AUTHORITY.  Subject (in the case of ACI) only to approval of
this Agreement and the Merger by the affirmative vote of the holders of at least
85% of the outstanding  shares of capital stock of ACI voting thereon and voting
as one class,  it has the requisite  corporate power and authority and has taken
all corporate  action  necessary in order to execute and deliver this  Agreement
and any other agreement, instrument or certificate (collectively, the "ANCILLARY
DOCUMENTS") to be executed or delivered by it pursuant hereto, and to consummate
the  transactions  contemplated  hereby  and  thereby.  Its Board of  Directors,
including the Special  Committee thereof formed to consider (among other things)
the Merger (each a "SPECIAL  COMMITTEE"),  has approved  this  Agreement and the
Merger and (in the case of the Board of Directors of ACI) has directed that this
Agreement  and the Merger be  submitted  to its  stockholders  for  approval and
adoption in accordance with applicable law and its Certificate of  Incorporation
and Bylaws,  and,  subject to its  fiduciary  duties under  applicable  law, has
recommended  that its stockholders  approve this Agreement and the Merger.  This
Agreement  and each  Ancillary  Document  to be  executed  and  delivered  by it
pursuant hereto is a valid and binding agreement,  certificate or instrument, as
the case may be, of it  enforceable  against  it in  accordance  with its terms,
subject to bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws affecting creditors' rights generally and to applicable  limitations on the
availability of equitable remedies, including considerations of public policy.

      (e)  GOVERNMENTAL  FILINGS;  NO  VIOLATIONS.  (i) Other  than the  filings
provided  for  in  Section  1.1,  such  filings  as may be  required  under  the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as  amended  (the "HSR
ACT"),  filings  required  under the Exchange Act,  filings  required  under the
Securities  Act of 1933, as amended (the  "SECURITIES  ACT"),  filings  required
under state  securities and "Blue Sky" laws, and any filings required to be made
under the laws of any foreign jurisdiction, no notices, reports or other filings
are required to be made by it or its  Subsidiaries  with,  nor are any consents,
registrations,  approvals,  permits or authorizations required to be obtained by
it or its Subsidiaries from, any governmental or regulatory  authority,  agency,
court, commission or other entity, domestic or foreign ("GOVERNMENTAL  ENTITY"),
in connection  with the  execution and delivery of this  Agreement or any of the
Ancillary  Documents  by it  and  the  consummation  by it of  the  transactions
contemplated  hereby and  thereby,  the failure of which to make or obtain would
constitute a Material Adverse Effect.

            (ii) Neither the execution and delivery of this  Agreement or any of
the  Ancillary  Documents  by  it,  nor  the  consummation  by it of  any of the
transactions   contemplated  hereby  or  thereby,  or  any  action  required  by
applicable law as a result thereof, will constitute or result in (A) subject (in
the case of ACI only) to receipt of requisite stockholder approval, a breach or

                                      10





violation of, or a default under,  its Certificate of Incorporation or Bylaws or
the comparable governing instruments of any of its Subsidiaries, (B) a breach or
violation  of, a default (with or without the giving of notice or the passage of
time) under or the triggering of any payment or other obligations,  or the right
of any third  party to require a payment or  performance  of an  obligation  not
otherwise due, pursuant to, or accelerate vesting under, any existing collective
bargaining,   bonus,  profit  sharing,  thrift,   compensation,   stock  option,
restricted  stock,  pension,  retirement,  employee  stock  ownership,  deferred
compensation,  employment,  termination,  severance  or other  plan,  agreement,
trust,  fund,  policy or  arrangement  for the  benefit of any current or former
directors,  officers or  employees  of it or any of its  Subsidiaries  ("BENEFIT
PLANS") or any grant or award made under any of the  foregoing,  (C) a breach or
violation of, a default under, a change in the rights of any party under, or the
acceleration of or the creation of a lien,  pledge,  security  interest or other
encumbrance  on assets  (with or  without  the  giving of notice or the lapse of
time)  pursuant  to,  any  provision  of any note,  bond,  mortgage,  indenture,
agreement, lease, contract, instrument, arrangement or other obligation of it or
any of its Subsidiaries or (D) a breach or violation of any law, rule, ordinance
or  regulation  or  judgment,   decree,   order,   award  or   governmental   or
non-governmental   permit,   license,   franchise  or  other  similar  right  or
authorization to which it or any of its  Subsidiaries is subject except,  in the
case of clauses (B), (C) or (D) above, for such breaches, violations,  defaults,
accelerations  or changes that would not constitute a Material  Adverse  Effect.
Its  Disclosure  Letter sets forth,  to its  knowledge,  a list of any consents,
approvals or waivers  required  under or pursuant to any of the  foregoing to be
obtained  prior  to  consummation  of  the  transactions  contemplated  by  this
Agreement. It will use all reasonable efforts to obtain the consents,  approvals
or waivers referred to in its Disclosure Letter.

      (f) FINANCIAL STATEMENTS. Each of the Company and ACI has delivered to the
other a copy of its  consolidated  balance  sheets at December 31, 1996 and 1995
and its consolidated  statements of income, of stockholders'  equity and of cash
flows  for each of the  three  years in the  period  ended  December  31,  1996,
together with the related  notes thereto and the audit report  thereon of Arthur
Andersen  LLP (in the case of the Company) and of Ernst & Young LLP (in the case
of ACI). Each of such consolidated  balance sheets (including the related notes)
fairly presents the consolidated  financial position of the delivering party and
its  Subsidiaries  as of its date and each of such  consolidated  statements  of
income, of stockholders' equity and of cash flows (including the related notes),
fairly presents the results of operations,  stockholders'  equity and cash flows
of the delivering party and its Subsidiaries for the periods covered thereby, in
each  case in  accordance  with  United  States  generally  accepted  accounting
principles  consistently  applied during the periods involved,  except as may be
noted therein. Each of the Company and ACI will deliver to the other a

                                      11





copy  of  each  of its  consolidated  balance  sheets  prepared  as of any  date
subsequent to December 31, 1996 and its  consolidated  statements of income,  of
stockholders' equity and of cash flows for any period then ended,  together with
the related notes thereto, if any. Such consolidated  balance sheets will fairly
present  the  consolidated  financial  portion of the  delivering  party and its
Subsidiaries as of their  respective dates and such  consolidated  statements of
income,  of  stockholders'  equity  and of cash flows will  fairly  present  the
results of  operations,  stockholders'  equity and cash flows of the  delivering
party and its Subsidiaries for the respective  periods covered thereby (subject,
in the case of consolidated  financial  statements for interim periods to normal
year-end audit adjustments which would not be material in amount or effect),  in
each  case in  accordance  with  United  States  generally  accepted  accounting
principles  consistently  applied during the periods involved,  except as may be
noted therein.

      (g) ABSENCE OF UNDISCLOSED  LIABILITIES.  It and its  Subsidiaries  do not
have any liabilities,  whether accrued or contingent and whether or not required
to be  reflected  in  financial  statements  in  accordance  with United  States
generally  accepted  accounting  principles,  that are material to the financial
condition  of  it  and  its  Subsidiaries  taken  as a  whole,  other  than  (i)
liabilities (or reserves therefor)  reflected in its consolidated  balance sheet
as of December 31, 1996 and (ii) normal or recurring  liabilities incurred since
December  31,  1996 in the  ordinary  course of  business  consistent  with past
practices.

      (h)  ABSENCE  OF CERTAIN  CHANGES.  Since  December  31,  1996,  except as
contemplated by this  Agreement,  it and its  Subsidiaries  have conducted their
respective  businesses only in, and have not engaged in any material transaction
other than in, the ordinary and usual  course of such  businesses  and there has
not been (i) any change in it or any  development or combination of developments
which constitutes a Material Adverse Effect; (ii) any declaration, setting aside
or payment of any  dividend or other  distribution  with  respect to its capital
stock except for, in the case of ACI,  regular cash  dividends  per share of ACI
Common Stock of not more than $0.115 per quarter and regular  cash  dividends on
shares of ACI Class B Preferred  Stock and ACI Class C  Preferred  Stock and, in
the case of the  Company,  cash  dividends  on AMC Common  Stock in an aggregate
amount not exceeding  108.33% of the aggregate cash dividends paid on ACI Common
Stock,  ACI Class B Preferred Stock and ACI Class C Preferred Stock for the same
period; or (iii) any change by it in accounting principles, practices or methods
that is not required by United States generally accepted  accounting  principles
or by Regulation S-X under the Exchange Act. Since December 31, 1996,  except as
provided for herein and other than in the ordinary  course  consistent with past
practice,  there has not been (A) any  increase in the  compensation  payable or
which could become  payable by it or its  Subsidiaries  to their officers or key
employees, or (B) any amendment of any of its or any of its

                                      12





Subsidiary's  Benefit  Plans  which,  when  taken  together  with all other such
amendments, would result in an aggregate increase in annual funding liability of
more than $250,000.

      (i) LITIGATION.  There are no civil,  criminal or administrative  actions,
suits,  claims,  hearings,  investigations  or  proceedings  pending  or, to its
knowledge,  threatened, against it or any of its Subsidiaries that have resulted
or are  reasonably  likely to result in any claims  against,  or  obligations or
liabilities  of,  it or any of its  Subsidiaries,  that  constitute  a  Material
Adverse Effect.

      (j) TAXES. All federal,  state,  local and foreign tax returns required to
be filed by or on behalf of it or any of its Subsidiaries have been timely filed
or requests for extension  have been timely filed and any such  extension  shall
have been granted and not have expired  other than those returns with respect to
which the failure to timely file or the failure to request an  extension  of the
time for filing  would not have a Material  Adverse  Effect,  and all such filed
returns are complete and accurate in all material respects.  Except as currently
being  contested in good faith or with respect to which  adequate  reserves have
been made in its financial statements, all taxes required to be shown on returns
or to be paid with respect to returns for which extensions have been filed by it
have been paid in full or have been recorded on its  consolidated  balance sheet
and  consolidated  statement  of  earnings or income in  accordance  with United
States generally accepted accounting  principles.  There is no outstanding audit
examination, deficiency, or refund litigation with respect to any taxes of it or
any of its  Subsidiaries  that  might  reasonably  be  expected  to  result in a
determination  that would constitute a Material  Adverse Effect,  except for any
such  examination,  deficiency or litigation as to which  adequate  reserves are
reflected  in its  financial  statements.  All taxes,  interest,  additions  and
penalties  due with respect to completed and settled  examinations  or concluded
litigation  relating to it or any of its Subsidiaries  have been paid in full or
have been recorded on its balance sheet and  consolidated  statement of earnings
or income (in  accordance  with  United  States  generally  accepted  accounting
principles). Neither it nor any of its Subsidiaries has executed an extension or
waiver of any statute of  limitations on the assessment or collection of any tax
due that is  currently  in effect,  the failure to pay which would  constitute a
Material Adverse Effect.

      (k)  EMPLOYEE  BENEFITS.  (i) True and  correct  copies  of all  documents
evidencing its Benefit Plans,  including any "employee  benefit plan" as defined
in Section  3(3) of the Employee  Retirement  Income  Security  Act of 1974,  as
amended  ("ERISA"),  have been delivered to the Company (in the case of ACI) and
ACI (in the case of the Company).


                                      13





            (ii) Except for such  incidents of actual or possible  noncompliance
which would not  constitute a Material  Adverse  Effect,  (A) all of its Benefit
Plans, to the extent subject to ERISA, are in substantial compliance with ERISA,
(B) each  Benefit Plan which is an "employee  pension  benefit  plan" within the
meaning of Section  3(2) of ERISA  ("PENSION  PLAN") and which is intended to be
qualified   under   Section   401(a)  of  the  Code  has  received  a  favorable
determination  letter  covering  the Tax  Reform  Act of 1986 from the  Internal
Revenue Service or application for such a favorable  determination has been made
within the applicable  remedial amendment period provided by the Code, and it is
not aware of any circumstances likely to result in either revocation of any such
favorable  determination letter or denial of such request, (C) each Benefit Plan
which is a group  health plan within the meaning of Section  4980B(g)(2)  of the
Code is in substantial  compliance with the requirements of Section 4980B of the
Code, and (D) there is no pending or, to its knowledge,  threatened  litigation,
investigation  or audit  relating  to the  Benefit  Plans  other than claims for
benefits made in the ordinary course.  Neither it nor any Subsidiary has engaged
in a  transaction  with respect to any Benefit  Plan that,  assuming the taxable
period of such  transaction  expired as of the date hereof,  could subject it or
any of its  Subsidiaries  to a tax or penalty  imposed by either Section 4975 of
the Code or  Section  502(i)  of ERISA in an amount  which  would  constitute  a
Material  Adverse Effect.  Neither it nor any of its Subsidiaries has completely
or partially withdrawn from a "multiemployer plan" within the meaning of Section
3(37) of ERISA or has suffered a 70% decline in "contribution base units" within
the meaning of Section  4205(b)(1)(A)  of ERISA in any plan year beginning after
1979.

            (iii) No  material  liability  under  Subtitle C or D of Title IV of
ERISA  has been or is  expected  to be  incurred  by it or any  Subsidiary  with
respect to any ongoing,  frozen or terminated Benefit Plan currently or formerly
maintained by any of them, or any Benefit Plan of any entity which is considered
one employer with it or any of its  Subsidiaries  under Section 4001 of ERISA or
Section  414 of the Code (an  "ERISA  AFFILIATE").  No notice  of a  "reportable
event",  within  the  meaning  of  Section  4043 of ERISA for  which the  30-day
reporting requirement has not been waived, has been required to be filed for any
Pension Plan or by any ERISA Affiliate  within the 12-month period ending on the
date hereof.

            (iv) All material  contributions required to be made by it or any of
its  Subsidiaries  under the terms of any Benefit  Plan have been timely made or
have been accrued pending full and timely  payment.  No Benefit Plan of an ERISA
Affiliate has an "accumulated funding deficiency" (whether or not waived) within
the meaning of Section 412 of the Code or Section 302 of ERISA.  None of it, its
Subsidiaries  or its ERISA  Affiliates has provided,  or is required to provide,
security  to  any  Benefit  Plan  of an  ERISA  Affiliate  pursuant  to  Section
401(a)(29) of the Code.


                                      14





            (v) For all Pension  Plans that are "defined  benefit  plans" within
the meaning of Section 3(35) of ERISA, there has been no material adverse change
in the  financial  condition  of any such Pension Plan since the last day of the
most recent plan year.

            (vi)  Except as set forth in the  documents  evidencing  its Benefit
Plans,  neither it nor its Subsidiaries  have any obligations for retiree health
and life benefits.

            (vii) The Board of  Directors  of ACI has taken  action to terminate
the Ashland Coal, Inc. Salary Continuation Plan.

      (l) ENVIRONMENTAL  MATTERS. (i) SURFACE MINING PERMITS. It and each of its
Subsidiaries is in compliance with all of the current permits  ("SURFACE  MINING
PERMITS")  held by it or any such  Subsidiary  issued  pursuant  to the  Surface
Mining  Control  and  Reclamation  Act of 1977,  as  amended,  or pursuant to an
equivalent state  regulatory  program granted primacy under the provisions of 30
U.S.C.  ss. 1253  (collectively,  "SURFACE  MINING LAWS"),  including the mining
plans as  respects  reclamation,  coal  processing  and  related  activities  as
submitted to the Office of Surface Mining or any state equivalent  agency having
jurisdiction  over a state program  granted  primacy under the  provisions of 30
U.S.C.  ss. 1253  ("SURFACE  MINING  ENFORCEMENT  AGENCY") to obtain the Surface
Mining Permits,  the failure to be in compliance  with which would  constitute a
Material  Adverse  Effect.  Neither  it nor  any of its  Subsidiaries  has  been
subjected to or is as of the date hereof subject to any bond forfeiture,  permit
suspension  or  revocation   proceedings   instituted  by  any  Surface   Mining
Enforcement  Agency and  neither  it nor any of its  Subsidiaries  is  presently
"permit-blocked"  in any state or under the federal  Applicant  Violator  System
which would constitute a Material Adverse Effect.

            (ii)  USE  AND  CONDITION  OF  REAL   PROPERTY.   Except  for  valid
grandfathered  nonconforming  uses, the operations on,  conditions of and use of
all of the real property owned, leased, controlled or used by it and each of its
Subsidiaries  in its  business  conform  to all,  and give rise to no  liability
under, any federal, state and local laws, ordinances, requirements, regulations,
licenses,  permits, judicial or administrative orders,  injunctions,  judgements
and  decrees  relating  to  zoning,  land  use,  mining,  health,  safety or the
environment  including,   without  limitation,  those  pertaining  to  Hazardous
Materials (as hereinafter  defined),  subsidence,  water drainage,  treatment or
impoundment,  reclamation and all other restrictions and covenants regarding the
use of any real property owned,  leased,  controlled or used by it or any of its
Subsidiaries  in its  business,  the  failure to conform or to comply with which
would constitute a Material Adverse Effect. The term "HAZARDOUS MATERIALS" shall
mean (A) "hazardous wastes" as defined in the Resource Conservation and Recovery
Act  ("RCRA");  (B)  "hazardous  substances"  as  defined  in the  Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA");

                                      15





(C) gasoline, petroleum or other hydrocarbon product, by-products,  derivatives,
additives  or  fractions  (including  used or  spent  products);  (D)  "chemical
substances"  as  defined  in the  Toxic  Substance  Control  Act  ("TSCA");  (E)
asbestos;  and (F) any  radioactive  materials or substances.  The real property
owned,  leased,  controlled  or used by it and each of its  Subsidiaries  in its
business is free of any waste or debris or Hazardous Materials,  except as would
not constitute in a Material Adverse Effect.

            (iii) RELEASES OF HAZARDOUS  MATERIALS.  There have been no releases
(as "release" is defined under CERCLA or under any applicable state or local law
or regulation) of Hazardous  Materials (A) by it or any of its Subsidiaries,  or
(B) by any other  person or entity at, on, in, from,  under,  over or in any way
affecting any real property  owned,  leased,  controlled or used by it or any of
its  Subsidiaries  in its business,  an adjacent site or facility,  or any other
real property which may have been owned, leased,  controlled or used in the past
by it or any of its  Subsidiaries,  other than in each case such releases  which
would not constitute a Material Adverse Effect.

            (iv)  PRODUCTION,  STORAGE AND DISPOSAL OF HAZARDOUS  MATERIALS.  No
real property owned, leased, controlled or used by it or any of its Subsidiaries
in its  business  has been or is being used to  produce,  manufacture,  process,
generate,  store,  treat,  dispose  of,  manage,  ship  or  transport  Hazardous
Materials other than as would not constitute a Material Adverse Effect.

            (v) SAFETY MATTERS.  It and each of its  Subsidiaries  have complied
with the  requirements  of the Federal  Mine  Safety and Health Act of 1977,  as
amended,  and all applicable  similar or related  statutes of any state and have
complied  with  all  applicable  federal,   state  or  local  laws,  ordinances,
requirements,  rules,  regulations,   licenses,  permits,  orders,  injunctions,
judgments,  or decrees  pertaining  to mine  safety and  health,  the failure to
comply with which would constitute a Material Adverse Effect.

      (m) BROKERS AND FINDERS. Neither it nor any of its officers,  directors or
employees  has employed any broker or finder or incurred any  liability  for any
brokerage fees, commissions or finder's fees in connection with the transactions
contemplated  hereby,  except that, in the case of ACI, ACI has retained Salomon
Brothers  Inc as its  financial  advisor  in  connection  with the  transactions
contemplated  hereby, the arrangements with which have been disclosed in writing
to the Company prior to the date hereof.

      (n) TAKEOVER STATUTE.  The Board of Directors of ACI has taken all actions
so that the  restrictions  contained in Section 203 of the DGCL  applicable to a
"business  combination"  (as  defined  in  Section  203)  will not  apply to the
execution,  delivery or performance of this Agreement or the Voting Agreement or
the

                                      16





consummation  of the  Merger  or the  other  transactions  contemplated  by this
Agreement or the Voting Agreement.

      (o) TAX MATTERS.  Neither it nor any of its Subsidiaries or affiliates has
taken or agreed to take any action  that  would  prevent  the Merger  from being
treated as either a  reorganization  within the meaning of Section 368(a) of the
Code or a non-recognition exchange of stock under Section 351 of the Code.

      (p) LABOR MATTERS. It has previously furnished to the Company (in the case
of ACI) and ACI (in the case of the  Company)  true and  complete  copies of all
labor and collective  bargaining agreements to which it or its Subsidiaries is a
party and that are currently in effect, together with all amendments thereto (if
any),  other than the National  Bituminous  Coal Wage  Agreement of 1993 and the
related  Memorandum  of  Understanding.  There  are no  strikes  or  other  work
stoppages involving any employees of it or any of its Subsidiaries and there are
no material labor disputes by any labor  organization in progress or pending or,
to its knowledge,  threatened  against it or any of its Subsidiaries  that would
constitute a Material Adverse Effect. To its knowledge,  it and its Subsidiaries
are in  compliance  with all  applicable  laws and  regulations  in  respect  of
employment and employment practices,  terms and conditions of employment,  wages
and  hours,  occupational  safety,  health or  welfare  conditions  relating  to
premises occupied, and civil rights,  non-compliance with which would constitute
a  Material  Adverse  Effect.  There are no charges  of unfair  labor  practices
pending before any  governmental  authority  involving or affecting it or any of
its Subsidiaries  that would  constitute a Material  Adverse Effect.  It has not
been  notified  that  any  customer  or  supplier  (including  any  supplier  of
transportation  services) of it or any  Subsidiary  is involved in or threatened
with or affected by any strike or other labor disturbance or dispute, litigation
or administrative  proceeding or judgment,  order, injunction,  decree or award,
the consequences of which would constitute a Material Adverse Effect.

      (q) PROPERTIES.  (i) OWNED REAL PROPERTY.  It and each of its Subsidiaries
has good and  marketable  title to all real  property  owned or  purported to be
owned by it or its  Subsidiaries  which is used or projected to be used by it or
its  Subsidiaries or any other person in connection  with its mining  activities
(hereinafter  "FEE PROPERTY").  As used herein "good and marketable title" shall
mean title which is free from  encumbrances  and any reasonable  doubt as to its
validity excepting only those  imperfections of title and encumbrances,  if any,
which do not constitute a Material Adverse Effect.

            (ii)  LEASED  OR  LICENSED  REAL  PROPERTY.   It  and  each  of  its
Subsidiaries  has good and marketable  leasehold  title to all the real property
leased or licensed by it in connection  with its business  (hereinafter  "LEASED
PROPERTY") and the Leased Property is

                                      17





not subject to any  restrictions  on  transfer or use,  except as created by the
lease or  license  pursuant  to which it or its  Subsidiaries  holds the  Leased
Property or as would not constitute a Material  Adverse  Effect.  As used herein
"good  and  marketable  leasehold  title"  shall  mean a  valid  and  subsisting
leasehold  interest which is free from  encumbrances and any reasonable doubt as
to its validity excepting only those imperfections of title and encumbrances, if
any, which do not constitute a Material Adverse Effect.

            (iii) FACILITIES AND  IMPROVEMENTS.  It and each of its Subsidiaries
has good and  marketable  title (as defined in Section  3.1(q)(i))  to loadouts,
tipples,  docks and other facilities  material to its operations  ("FACILITIES")
owned  or  purported  to be  owned  by it or  its  Subsidiaries,  and  good  and
marketable  leasehold title (as defined in Section 3.1(q)(ii)) to the Facilities
which are leased by it or its Subsidiaries.  All of the Facilities,  and the use
presently  being made of the Fee Property and the Leased  Property,  comply with
all applicable  zoning and building code  ordinances  and all  applicable  fire,
environmental, occupational safety and health standards and similar requirements
established  by law or  regulation,  except as would not  constitute  a Material
Adverse Effect.

            (iv) RESERVE INFORMATION.  The coal reserve information furnished by
it to the Company (in the case of ACI) and ACI (in the case of the Company), has
been prepared in accordance with prudent and accepted engineering  practices and
it is not aware of any  inaccuracies in such  information as would  constitute a
Material Adverse Effect.

            (v) EQUIPMENT AND OTHER PERSONALTY.  It and each of its Subsidiaries
has good and marketable title (as defined in Section 3.1(q)(i) to the equipment,
machinery,  vehicles, rolling stock and other tangible personal property used by
it or its  Subsidiaries  in its  business and  material to its  operations  (the
"PERSONALTY")  which is owned by it and good and marketable  leasehold title (as
defined in Section  3.1(q)(ii)) to the Personalty  used in its business which is
leased.

      (r) INTELLECTUAL  PROPERTY.  It and its Subsidiaries either own, or to its
knowledge,  have  valid,  binding  and  enforceable  rights to use all  patents,
trademarks,  trade  names,  service  marks,  service  names,  copyrights,  other
proprietary intellectual property rights,  applications therefor and licenses or
other rights in respect thereof  ("INTELLECTUAL  PROPERTY") used or held for use
or necessary in connection with the business of it or its Subsidiaries,  without
any conflict with the rights of others, except for such conflicts that would not
constitute a Material  Adverse  Effect.  Neither it nor any of its  Subsidiaries
has, as of the date hereof, received any notice from any other person pertaining
to or challenging the right of it or its Subsidiaries to

                                      18





use any  Intellectual  Property or any trade secrets,  proprietary  information,
inventions,  know-how,  processes and procedures owned or used by or licensed to
it or any of its Subsidiaries,  except with respect to rights the loss of which,
individually  or in the  aggregate,  would not  constitute  a  Material  Adverse
Effect.  To its  knowledge,  none of its or its  Subsidiaries'  personnel  is in
violation of any term of any employment contract, patent disclosure agreement or
any  other  contract  or  agreement  relating  to the  relationship  of any such
employee  with it or its  Subsidiaries  or any other  party the  result of which
would constitute a Material Adverse Effect.

      (s)  INSURANCE.  It and each of its  Subsidiaries  has in effect valid and
effective policies of insurance,  issued by companies believed by it to be sound
and  reputable,  insuring it or such  Subsidiary (as the case may be) for losses
customarily insured against by others engaged in similar lines of business.

      (t)   EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS.

            (i) Its Disclosure Letter sets forth a true and complete list of all
agreements  between it or any of its Subsidiaries and any of its (or any of such
Subsidiary's) officers, directors or employees providing for the terms of his or
her employment  with it or any of its  Subsidiaries  and the terms of his or her
severance or other payments upon termination of such employment (the "EMPLOYMENT
AGREEMENTS").  It has  previously  furnished to the Company (in the case of ACI)
and ACI (in the case of the Company) true and complete  copies of all Employment
Agreements, together with all amendments thereto (if any).

            (ii) Except as provided for in this Agreement, neither it nor any of
its  Subsidiaries  is a party  to any oral or  written  (i)  agreement  with any
director,  officer or employee of it or any of its Subsidiaries (A) the benefits
of which are contingent,  or the terms of which are materially altered, upon the
occurrence  of a  transaction  involving it of the nature  contemplated  by this
Agreement  or  (B)  providing  for  compensation  payments  that  would  not  be
deductible by it for federal  income tax purposes,  or (ii) agreement or Benefit
Plan,  any of the  benefits  of which will be  increased,  or the vesting of the
benefits  of  which  will  be  accelerated,  by  the  occurrence  of  any of the
transactions  contemplated by this Agreement or the value of any of the benefits
of which will be calculated on the basis of any of the transactions contemplated
by this Agreement.

      (u) CERTAIN  TRANSACTIONS.  None of the  officers or directors of it or of
any of its  Subsidiaries  and, to its  knowledge,  none of its  employees or the
employees of any of its  Subsidiaries,  is a party to any  material  transaction
with it or any of its  Subsidiaries  (other than for  services  as an  employee,
officer or director), including, without limitation, any contract, agreement

                                      19





or other arrangement (i) providing for the furnishing of services to or by, (ii)
providing for rental of real or personal property to or from, or (iii) otherwise
requiring  payments  to or  from,  any  such  officer,  director,  affiliate  or
employee, any member of the family of any such officer,  director or employee or
any corporation,  partnership,  trust or other entity in which any such officer,
director or employee has a substantial  interest (excluding the ownership of not
more  than  two  percent  (2%)  of  the  capital  stock  of  a  publicly  traded
corporation) or which is an affiliate of such officer, director or employee.

      (v) INFORMATION IN DISCLOSURE DOCUMENTS AND REGISTRATION  STATEMENT.  None
of  the  information  supplied  or  to  be  supplied  by  it  for  inclusion  or
incorporation by reference in (i) the  registration  statement on Form S-4 to be
filed with the SEC in connection  with the issuance of shares of Company  Common
Stock in the Merger (the "S-4")  will,  at the time of the filing of the S-4 and
any  amendments  thereto  and at the time the S-4  becomes  effective  under the
Securities Act, contain any untrue statement of a material fact or omit to state
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements therein, in light of the circumstances under which they are made, not
misleading, and (ii) the proxy  statement/prospectus  relating to the meeting of
ACI's  stockholders to be held in connection with the Merger and the offering of
shares of Company Common Stock to the holders of shares of ACI Common Stock, ACI
Class B Preferred Stock and ACI Class C Preferred Stock (the "PROXY  STATEMENT")
will, at the date mailed to the  stockholders and at the times of the meeting of
ACI  stockholders to be held in connection  with the Merger,  contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.

      (w) OPINION OF  FINANCIAL  ADVISOR.  ACI has  received  the opinion of its
financial  advisor referred to in Section 3.1(m),  dated the date hereof, to the
effect that, as of such date,  each of (i) the  consideration  to be received by
holders of ACI  Common  Stock in the  Merger  and (ii) the  consideration  to be
received  by  holders  of ACI  Preferred  Stock in the  Merger  is fair,  from a
financial  point of view,  to the holders of ACI Common Stock other than Ashland
Inc., a copy of which opinion has been delivered to the Company.

      (x) RESTRICTIONS ON BUSINESS ACTIVITIES. There is no agreement,  judgment,
injunction,  order or decree binding upon it or any of its Subsidiaries that has
or could  reasonably be expected to have the effect of  prohibiting or impairing
any  material  business  practice  of the  Company,  ACI  and  their  respective
Subsidiaries (in each case,  taken as a whole),  the acquisition of any material
property by the Company,  ACI and their  respective  Subsidiaries (in each case,
taken as a whole) or the conduct of the business by the

                                      20





Company, ACI and their respective  Subsidiaries (in each case, taken as a whole)
as such  business  is  currently  conducted  by the  Company  and ACI and  their
respective Subsidiaries.

      (y) MATERIAL AGREEMENTS. All contracts,  agreements,  commitments or other
understandings of arrangements to which it or any of its Subsidiaries is a party
or by which it or any of its property is bound or affected,  including,  but not
limited to, contracts for the future purchase of mining supplies,  equipment, or
any other materials or goods (except for contracts for purchases of materials or
goods to meet  immediate  operating  needs),  contracts  for  sales,  agency  or
brokerage  services,  contracts  for future sale of coal or coal products to any
customer or person,  contract mining agreements or other contracts providing for
the operation of facilities or properties,  contracts for the washing,  tippling
or other  processing  of coal by or for  third  parties,  or  contracts  for the
trucking,  transportation  or  transloading  of  coal,  fire,  theft,  casualty,
liability,  Workers'  Compensation,  black  lung and  other  insurance  policies
insuring it or any of its Subsidiaries, loan agreements,  indentures, mortgages,
pledges,  conditional sale or title retention  agreements,  security agreements,
equipment obligations,  guaranties, leases or lease purchase agreements to which
it or any of its  Subsidiaries  is a party or by which it is bound,  the loss of
rights of it or its  Subsidiaries  under any of which would result in a Material
Adverse  Effect are valid,  binding and  enforceable  in  accordance  with their
respective terms, subject to bankruptcy, insolvency, reorganization,  moratorium
or other similar laws affecting  creditors'  rights  generally and to applicable
limitations on the availability of equitable remedies,  including considerations
of public  policy,  are in full force and  effect,  and there  exists no default
which,  after  notice  or lapse of time,  or both,  would  result  in a right to
accelerate or loss of rights of it or its Subsidiaries thereunder.

      (z) CERTAIN COMPANY APPROVALS. The Company and its stockholders have taken
all corporate  action  necessary  such that the  Company's  Amended and Restated
Charter and Bylaws will be in effect  immediately  prior to the Effective  Time.
The Company, by requisite action of its Board of Directors, and the stockholders
of the Company, by requisite vote, have approved and adopted the Arch Coal, Inc.
1997  Stock  Incentive  Plan in the  form  attached  hereto  as Annex E, and the
Company has taken all  corporate  action  necessary  to reserve  for  issuance a
sufficient  number of shares of Company  Common Stock for issuance upon exercise
of stock options and other rights  subject to grant under such Plan. The Company
has taken all corporate  action  necessary such that, at the Effective Time, the
Board of  Directors  of the  Company  will be  comprised  only of those  persons
identified  or  referred  to as  directors  of the  Company  in Annex C attached
hereto.



                                      21





                                   ARTICLE IV

                                    COVENANTS

      Section 4.1 STOCKHOLDER APPROVAL. As promptly as practicable following the
execution and delivery of this Agreement,  unless this Agreement shall have been
previously  terminated  in  accordance  with  Article VI, ACI shall  submit this
Agreement  and the Merger to its  stockholders  for  approval  and adoption at a
meeting of its  stockholders  called  for such  purpose  (the "ACI  STOCKHOLDERS
MEETING").

      Section 4.2 CONDUCT OF  BUSINESS.  During the period from the date of this
Agreement and continuing  until the earlier of the termination of this Agreement
in accordance with Article VI or the Effective Time, each of the Company and ACI
agrees as to itself and its  Subsidiaries  (except to the extent  that the other
shall  otherwise  consent in  writing),  to carry on its  business in the usual,
regular and  ordinary  course in  substantially  the same  manner as  heretofore
conducted,  to the end that its goodwill and ongoing  business be  substantially
unimpaired  at the  Effective  Time.  Except as expressly  contemplated  by this
Agreement,  and not in limitation of the foregoing,  during the aforesaid period
each of the Company and ACI shall (and shall cause its Subsidiaries  to), except
as approved in writing by the other:

      (a) preserve and maintain its  corporate  existence and all of its rights,
privileges  and  franchises  reasonably  necessary  or  desirable  in the normal
conduct of its business;

      (b) not  acquire  any  stock or other  interest  in,  nor  (except  in the
ordinary  course  of  business)   purchase  any  assets  of,  any   corporation,
partnership,  association  or  other  business  organization  or  entity  or any
division  thereof  (except any stock or assets  distributed  to it or any of its
Subsidiaries as part of any bankruptcy or other creditor  settlement or pursuant
to a plan of reorganization), nor agree to do any of the foregoing;

      (c) not sell, lease,  assign,  transfer or otherwise dispose of any of its
assets (including, without limitation,  patents, trade secrets or licenses), nor
create any  mortgage,  security  interest  or other  lien on any of its  assets,
except as permitted by this Agreement or in the ordinary  course of business and
except that it and each of its Subsidiaries may sell or otherwise dispose of any
assets which are held for disposition as of the date hereof or are obsolete;

      (d) not incur any  indebtedness for borrowed money or any obligation under
any guarantee or "make whole" or capital support agreement or arrangement, other
than as a result of borrowings  or drawdowns,  the issuance of letters of credit
for its account and the incurrence of interest, letter of credit reimbursement

                                      22





obligations  and other  obligations  incurred in the ordinary course of business
consistent with past practice;

      (e) not (i) alter,  amend or repeal any  provision of its  Certificate  of
Incorporation or Bylaws,  (ii) change the number of its directors (other than as
a result of the death, retirement or resignation of a director), (iii) except in
the  ordinary  course of its  business,  form or acquire  any  Subsidiaries  not
existing as of the date of this Agreement, (iv) except in the ordinary course of
its  business  or as  required  to obtain any  consent,  enter  into,  modify or
terminate any material contracts or agreement to which it is a party or agree to
do so, (v) modify any Employment  Agreement,  or (vi) declare, pay, commit to or
incur any obligation of any kind for the payment of any bonus, additional salary
or  compensation  or  retirement,  termination,  welfare or  severance  benefits
payable or to become  payable  to any of its  employees  or such other  persons,
except in any such  case for  obligations  incurred  in the  ordinary  course of
business  and  consistent  with past  practice  and such matters as are required
pursuant to the terms of any existing Employment Agreement or Benefit Plan;

      (f)  maintain its books,  accounts and records in the usual,  ordinary and
regular manner and in material  compliance with all applicable laws and with its
methods and policies of accounting in effect on the date hereof;

      (g) pay and discharge all material federal, state, local and foreign taxes
imposed upon it or upon its income or profits, or upon any property belonging to
it, prior to the date on which penalties  attach  thereto,  except to the extent
that it is currently  contesting,  in good faith and by proper proceedings,  the
payment  of such  taxes  and it  maintains  appropriate  reserves  with  respect
thereto;

      (h) use all reasonable  efforts to meet its obligations under all material
contracts, agreements and instruments to which it is a party;

      (i) use all reasonable efforts to maintain its business and assets in good
repair, order and condition,  reasonable wear and tear excepted, and to maintain
insurance  upon such business and assets at least  comparable in amount and kind
to that in effect on the date hereof;

      (j) use all reasonable  efforts to maintain its present  relationships and
goodwill with suppliers, brokers, manufacturers, representatives,  distributors,
customers and others having  business  relations  with it (PROVIDED  that it may
pursue overdue accounts and otherwise  exercise lawful remedies in its customary
fashion);

      (k) carry on and operate its business in, and only in, the usual,  regular
and ordinary course in substantially the same manner

                                      23





as  heretofore   conducted  and  use  all   reasonable   efforts  to  cause  its
representations  and warranties set forth in this Agreement and in any Ancillary
Document to be true and correct,  in all  respects,  on and as of the  Effective
Time, subject only to changes in the ordinary course of business;

      (l)  not  declare,   set  aside,  make  or  pay  any  dividends  or  other
distributions  with respect to its capital stock except (in the case of ACI) for
regular cash  dividends  not to exceed  $0.115 per share of ACI Common Stock per
quarter and regular cash dividends on shares of ACI Class B Preferred  Stock and
shares of ACI Class C Common  Stock and except (in the case of the  Company) for
cash  dividends on Company  Common  Stock in an  aggregate  amount not to exceed
108.33% of the aggregate cash  dividends  paid on ACI Common Stock,  ACI Class B
Preferred  Stock and ACI Class C Preferred  Stock after  December 31,  1996;  or
purchase  or redeem  any shares of its  capital  stock or agree to take any such
action;

      (m) not authorize or make any capital  expenditure  otherwise  than in the
ordinary course of business;

      (n) not increase the number of shares authorized or issued and outstanding
of its capital  stock,  nor grant or make any  pledge,  option,  warrant,  call,
commitment,  right or agreement of any character  relating to its capital stock,
nor issue or sell any shares of its capital stock or securities convertible into
such  capital  stock,  or any  bonds,  promissory  notes,  debentures  or  other
corporate securities or become obligated so to sell or issue any such securities
or  obligations,  except,  in any case, for the issuance of shares of ACI Common
Stock upon  conversion  of shares of ACI Class B Preferred  Stock or ACI Class C
Preferred  Stock and upon  exercise of options  outstanding  under the ACI Stock
Plans.

      Section 4.3 ACCESS TO  INFORMATION.  Upon reasonable  notice,  each of the
Company  and ACI shall (and shall cause its  Subsidiaries  to) (i) afford to the
officers,  employees,  accountants,  counsel  and other  representatives  of the
other,  access,  during  normal  business  hours  during the period prior to the
earlier of the  termination of this Agreement and the Effective Time, to all its
properties,  books,  contracts,   commitments,   records,  officers,  employees,
accountants,  correspondence and affairs,  and (ii) cause its and their officers
and employees to furnish to the other and its authorized representatives any and
all financial,  technical and operating data and other information pertaining to
its  businesses  and those of its  Subsidiaries  as the other shall from time to
time reasonably  request.  Each party will hold any such information  subject to
the Confidentiality  Agreement, dated July 29, 1996, between the Company and ACI
(the  "CONFIDENTIALITY  AGREEMENT")  in  accordance  with  and  subject  to  the
restrictions  contained in the  Confidentiality  Agreement.  No  information  or
knowledge  obtained  in any  investigation  pursuant  to this  Section 4.3 shall
affect or be deemed to modify any representation or warranty contained in this

                                      24





Agreement or the conditions to the  obligations of the parties to consummate the
Merger.

      Section 4.4 LEGAL  CONDITIONS  TO THE MERGER.  Each of the parties  hereto
will take all  reasonable  actions  necessary to comply  promptly with all legal
requirements  which may be  imposed  on it with  respect  to the Merger and will
promptly cooperate with and furnish  information to the other in connection with
any such requirements  imposed upon any of them or any of their  Subsidiaries in
connection with the Merger.  Each of the parties hereto will, and will cause its
Subsidiaries  to,  take all  reasonable  actions  necessary  to obtain (and will
cooperate  with each other in obtaining)  any consent,  authorization,  order or
approval of, or any exemption by, any Governmental  Entity or other public third
party,  required to be  obtained or made by any of the parties  hereto or any of
their  Subsidiaries  in  connection  with the Merger or the taking of any action
contemplated thereby or by this Agreement.

      Section 4.5 PUBLIC  ANNOUNCEMENTS.  Neither the Company nor ACI shall make
any press  release or other  written  public  statement or publicly  deliver any
formally  prepared  oral  statement  concerning  the  matters  covered  by  this
Agreement  without  the  approval  of the other,  except as  required  by law or
applicable  regulation,  and each shall in all  events  use its best  efforts to
permit such other  parties an  opportunity  to review and comment  upon any such
release or statement prior to dissemination.

      Section 4.6 TAX-FREE REORGANIZATION. The parties hereto shall each use its
best efforts to cause the Merger to be treated either as a reorganization within
the meaning of Section  368(a) of the Code or as a  non-recognition  exchange of
stock pursuant to Section 351 of the Code.

      Section 4.7 AFFILIATE  AGREEMENTS.  Within two weeks following the date of
this  Agreement,  ACI will provide the Company with a list of those  persons who
are,  in its  reasonable  judgment  after  review  by its  independent  counsel,
"affiliates"  of ACI  within  the  meaning  of Rule 145  promulgated  under  the
Securities Act ("RULE 145") (each such person who is an  "affiliate"  within the
meaning of Rule 145 is referred to herein as a "RULE 145 AFFILIATE").  ACI shall
provide the Company with such  information  and  documents as the Company  shall
reasonably  request for  purposes of  reviewing  such list and shall  notify the
Company  in  writing  regarding  any  change  in the  identity  of its  Rule 145
Affiliates  prior to the Closing Date. ACI shall use all  reasonable  efforts to
deliver or cause to be delivered to the Company prior to the Effective Time from
each  of  its  Rule  145  Affiliates,   an  executed  Affiliate  Agreement,   in
substantially   the  form  attached  hereto  as  Annex  D  (each  an  "AFFILIATE
AGREEMENT").  The Company shall be entitled to place appropriate  legends on the
certificates evidencing any Company Common Stock to be received by such Rule 145
Affiliates  pursuant to the terms of this  Agreement,  and to issue  appropriate
stop transfer

                                      25





instructions to the transfer agent for Company Common Stock, consistent with the
terms of the Affiliate Agreements.

      Section 4.8 REPRESENTATIONS, COVENANTS AND CONDITIONS; FURTHER ASSURANCES.

      (a) The parties hereto will each use all  reasonable  efforts (i) to take,
and to cause their  respective  Subsidiaries  to take, all actions  necessary to
render accurate as of the Effective Time their  respective  representations  and
warranties  contained  herein,  (ii) to refrain,  and to cause their  respective
Subsidiaries  to  refrain,  from taking any action  which would  render any such
representation  or warranty  inaccurate in any material  respect as of such time
and (iii) to perform or cause to be  satisfied,  and to cause  their  respective
Subsidiaries to perform or cause to be satisfied,  each covenant or condition to
be performed or satisfied by them.

      (b) In addition to the provisions of Section 4.4 hereof and in furtherance
thereof,  upon the terms  and  subject  to the  conditions  hereof,  each of the
parties hereto shall use all  reasonable  efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all other things  necessary,  proper
or advisable to consummate  and make  effective as promptly as  practicable  the
transactions  contemplated by this  Agreement,  to obtain in a timely manner all
necessary   waivers,   consents  and  approvals  and  to  effect  all  necessary
registrations and filings, and to otherwise satisfy or cause to be satisfied all
conditions precedent to its obligations under this Agreement.

      Section 4.9 CERTAIN BENEFIT MATTERS.  (a) Prior to the Effective Time, ACI
and the Company  shall take such  actions as may be  necessary  such that at the
Effective Time there shall be  substituted  for each option (an "ACI OPTION") to
purchase  a share of ACI  Common  Stock  outstanding  pursuant  to the ACI Stock
Plans,  whether or not then  exercisable,  a fully  vested  option  ("SUBSTITUTE
OPTION")  issued  pursuant to the Arch Coal, Inc. 1997 Stock Incentive Plan (the
"COMPANY  INCENTIVE  PLAN")  to  purchase  on  the  same  terms  and  conditions
(including per share exercise  price) a number of shares of Company Common Stock
equal to the number of shares of ACI Common  Stock  subject to such ACI  Option;
provided that Substitute Options held by employees who accept benefits under the
1997 Enhanced Early  Retirement Plan referred to in Section 4.9(e),  who receive
benefits under the 1997 Enhanced Severance Plan referred to in Section 4.9(f) or
who  otherwise  retire as provided  in the ACI Stock Plans shall be  exercisable
throughout  the full  term  thereof  and shall not  expire or  otherwise  become
subject to  termination or  forfeiture.  At or prior to the Effective  Time, ACI
shall make all necessary  arrangements  with respect to the applicable ACI Stock
Plans to permit the  substitution of Substitute  Options for the unexercised ACI
Options by the Company pursuant to this Section 4.9.

                                      26






      (b) Effective at the Effective  Time, the Company shall issue a Substitute
Option under the Company  Incentive Plan in substitution  for each ACI Option in
accordance with this Section 4.9. At or prior to the Effective Time, the Company
shall take all corporate  action  necessary to reserve for issuance a sufficient
number of shares of Company  Common  Stock for  delivery  upon  exercise  of the
Substitute  Options.  As of the Effective  Time,  the Company shall have filed a
registration  statement  on Form  S-3 or Form  S-8,  as the  case may be (or any
successor or other appropriate  forms), or another appropriate form with respect
to the shares of Company Common Stock subject to such  Substitute  Options,  and
shall  use  all  reasonable  efforts  to  maintain  the  effectiveness  of  such
registration  statement  (and maintain the current  status of the  prospectus or
prospectuses  contained  therein) for so long as such Substitute  Options remain
outstanding.

      (c) Prior to the  Effective  Time,  the  Company  and ACI shall  take such
actions as may be necessary  such that at the  Effective  Time the Company shall
assume  liability  for and shall pay when due all benefits  accrued  under ACI's
Deferred Compensation Plan for Directors Fees (the "DIRECTORS DC PLAN") and each
phantom stock unit under the Directors DC Plan shall be converted into a phantom
stock unit  relating to Company  Common  Stock  pursuant to the Arch Coal,  Inc.
Deferred  Compensation  Plan for Directors  Fees,  which Plan shall by its terms
provide  that  each   director   participating   therein   shall  have  a  fully
nonforfeitable  right  to  such  director's  entire  account  balance,  if  any,
thereunder.

      (d) Prior to the  Effective  Time,  the  Company  and ACI shall  take such
actions as may be necessary  such that at the  Effective  Time each share of ACI
Common Stock converted into Company Common Stock pursuant to Section 2.1 that at
the time of its conversion is held in safekeeping in the DRP will be transferred
at  the  Effective  Time  to  safekeeping  in  the  Arch  Coal,  Inc.   Dividend
Reinvestment  and Stock Purchase Plan (the "COMPANY  DRP").  As of the Effective
Time, the Company shall have filed a registration  statement on Form S-3 (or any
successor or other appropriate forms) with respect to the Company DRP, and shall
use all reasonable  efforts to maintain the  effectiveness of such  registration
statement  (and maintain the current  status of the  prospectus or  prospectuses
contained therein) so long as the Company DRP shall remain in effect.

      (e) After the  Effective  Time,  the Company  shall cause  enhanced  early
retirement  benefits  to be  offered  to (i) the  salaried  employees  at  ACI's
Huntington office and (ii) as the Company shall deem  appropriate,  the salaried
employees of certain ACI Subsidiaries, in any case under the 1997 Enhanced Early
Retirement Plan adopted by the Company's Board of Directors by resolution  dated
April 1, 1997.

      (f)   Any salaried employee of ACI or its Subsidiaries who is
involuntary terminated without cause during the one-year period

                                      27





following the Effective Time, shall receive severance  benefits from the Company
pursuant to the 1997 Enhanced  Severance Plan adopted by the Company's  Board of
Directors by resolution  dated April 1, 1997. This amount shall not apply to any
ACI employees  covered under the  agreements  contemplated  by Section 4.9(g) of
this  Agreement or to employees  who elect to  participate  in the 1997 Enhanced
Early Retirement Plan contemplated by Section 4.9(e) of this Agreement.

      (g) As soon as practicable following the execution of this Agreement,  ACI
shall offer,  and use all  reasonable  efforts to enter into,  At-Will  Employee
Retention/Severance Agreements,  substantially in the form of agreement approved
by the Board of Directors of the Company by resolution dated April 1, 1997, with
those  current ACI employees as set forth in such  resolution.  At the Effective
Time,  the  Company  shall  assume the  obligations  of ACI under  such  At-Will
Employee Retention/Severance Agreements.

      Section 4.10 INDEMNIFICATION; INSURANCE. (a) ACI shall, and from and after
the Effective Time the Company shall,  indemnify,  defend and hold harmless each
person who is now, or has been at any time through the date of this Agreement or
who becomes prior to the Effective Time, an officer, director or employee of ACI
or any of its  Subsidiaries  (the "ACI  INDEMNIFIED  PARTIES")  against  (i) all
losses, claims,  damages,  costs, expenses,  liabilities or judgments or amounts
that are paid in settlement with the approval of the  indemnifying  party (which
approval shall not be unreasonably withheld) of or in connection with any claim,
action,  suit,  proceeding  or  investigation  based  in  whole or in part on or
arising  in  whole  or in part  out of the fact  that  such  person  is or was a
director,  officer or employee of ACI or any of its  Subsidiaries or is or was a
plan fiduciary serving at the request of ACI or any of its Subsidiaries, whether
pertaining to any matter existing or occurring at or prior to the Effective Time
and whether  asserted  or claimed  prior to, or at or after the  Effective  Time
("ACI INDEMNIFIED  LIABILITIES") and (ii) all ACI Indemnified  Liabilities based
in whole or in part on, or arising in whole or in part out of, or  pertaining to
this  Agreement  or the  transactions  contemplated  hereby to the full extent a
corporation is permitted under the DGCL to indemnify its own directors, officers
and  employees  (and the  Company  will pay  expenses  in  advance  of the final
disposition  of any such action or proceeding to each ACI  Indemnified  Party to
the full extent permitted by law upon receipt of any undertaking contemplated by
Section 145(e) of the DGCL).  Without limiting the foregoing,  in the event that
any such claim, action, suit, proceeding or investigation is brought against any
ACI Indemnified  Party (whether arising before or after the Effective Time), (i)
the ACI Indemnified Parties may retain counsel  satisfactory to them and ACI (or
them and the Company after the Effective Time), (ii) ACI (or after the Effective
Time, the Company)  shall pay all  reasonable  fees and expenses of such counsel
for the ACI Indemnified  Parties  promptly as statements  therefor are received,
and (iii) ACI (or after the Effective Time, the Company)

                                      28





will use all  reasonable  efforts to assist in the vigorous  defense of any such
matter,  provided  that  neither  ACI nor the  Company  shall be liable  for any
settlement of any claim  effected  without its written  consent,  which consent,
however,  shall not be unreasonably  withheld. Any ACI Indemnified Party wishing
to claim  indemnification  under this Section 4.10(a), upon learning of any such
claim, action, suit, proceeding or investigation, shall notify ACI or, after the
Effective  Time, the Company (but the failure so to notify shall not relieve ACI
or the Company from any liability  which it may have under this Section  4.10(a)
except to the extent such failure  prejudices such party),  and shall deliver to
ACI (or after the Effective Time, the Company) the  undertaking  contemplated by
Section  145(e) of the DGCL. The ACI  Indemnified  Parties as a group may retain
only one law firm to  represent  them with  respect to each such  matter  unless
there is, under applicable standards of professional  conduct, a conflict on any
significant  issue  between  the  positions  of any two or more ACI  Indemnified
Parties.

      (b) For a period of at least  five years  after the  Effective  Time,  the
Company  shall  cause to be  maintained  in effect  policies of  directors'  and
officers'  liability  insurance  of the  type  maintained  by ACI as of the date
hereof in an aggregate  coverage amount not less than  $20,000,000 and including
coverage  with respect to claims  arising  from facts or events  which  occurred
before the Effective Time to the extent  available;  provided,  that in no event
shall the  Company  be  required  to  expend,  in order to  maintain  or procure
insurance  coverage  pursuant to this Section  4.10(b),  any amount per annum in
excess of 200% of the annual amount expended by ACI as of the date hereof.

      (c) The provisions of this Section 4.10 are intended to be for the benefit
of, and shall be enforceable by, each ACI Indemnified Party and his or her heirs
and representatives.

      Section 4.11 NOTIFICATION OF CERTAIN MATTERS.  Each of the Company and ACI
shall give prompt notice to the other, of (i) the occurrence, or non-occurrence,
of any event the  occurrence,  or  non-occurrence,  of which would be reasonably
likely to cause any representation or warranty of it contained in this Agreement
to be untrue or inaccurate  and (ii) any failure of it to comply with or satisfy
any  covenant,  condition or  agreement  to be complied  with or satisfied by it
hereunder;  provided,  however, that the delivery of any notice pursuant to this
Section shall not limit or otherwise affect the remedies available  hereunder to
the party  receiving such notice and FURTHER  PROVIDED that failure to give such
notice  shall not be treated as a breach of covenant for the purposes of Section
6.1(e)(ii) unless the failure to give such notice results in material  prejudice
to the other party.

      Section 4.12 NYSE LISTING. The Company shall use its best efforts to cause
the outstanding  shares of Company Common Stock,  shares of Company Common Stock
issued in the Merger, shares of

                                      29





Company Common Stock issuable upon the exercise of stock options or other rights
under the Company  Incentive  Plan or pursuant to the Company DRP to be approved
for  listing  on the New  York  Stock  Exchange  (subject,  in the  case of then
unissued  shares to official  notice of issuance)  not later than the  Effective
Time.


                                    ARTICLE V

                              CONDITIONS TO MERGER

      Section 5.1  CONDITIONS  TO EACH PARTY'S  OBLIGATION TO EFFECT THE MERGER.
The respective  obligations of each party to this Agreement to effect the Merger
shall be subject to the satisfaction  prior to the Closing Date of the following
conditions:

      (a)  STOCKHOLDER  APPROVAL.  This Agreement and the Merger shall have been
approved and adopted by the requisite  affirmative vote of holders of ACI Common
Stock,  ACI Class B Preferred  Stock and ACI Class C Preferred Stock entitled to
vote thereon.

      (b) GOVERNMENTAL AND REGULATORY CONSENTS. Any waiting period applicable to
the  consummation  of the Merger  under the HSR Act shall  have  expired or been
terminated and, other than the filings  provided for in Section 1.1, all filings
required to be made prior to the  Effective  Time by the Company,  ACI or any of
their   respective   Subsidiaries   with,   and  all  consents,   approvals  and
authorizations  required  to be  obtained  prior  to the  Effective  Time by the
Company,  ACI or any of their  respective  Subsidiaries  from, any  Governmental
Entity in connection  with the execution and delivery of this  Agreement and the
consummation  of the  transactions  contemplated  hereby shall have been made or
obtained,  except failures in the foregoing that do not have a Material  Adverse
Effect as applied to the Company and its Subsidiaries  taken as a whole from and
after the Effective Time (a "COMPANY MATERIAL ADVERSE EFFECT").

      (c) S-4. The S-4 shall have become  effective under the Securities Act and
shall not be the subject of any stop order or proceedings seeking a stop order.

      (d) NO  INJUNCTIONS OR RESTRAINTS;  ILLEGALITY.  No temporary  restraining
order, preliminary or permanent injunction or other order issued by any court of
competent  jurisdiction  or other legal or regulatory  restraint or  prohibition
preventing  the  consummation  of the Merger or limiting or  restricting  in any
material  respect the conduct or operation of the  businesses  of the Company or
ACI after the Merger  shall have been  issued,  nor shall there be any  statute,
rule, regulation or order enacted, entered, enforced or deemed applicable to the
Merger which makes the consummation of the Merger illegal.


                                      30





      (e) BLUE SKY LAWS. The Company shall have received all state securities or
"Blue Sky" permits and other  authorizations,  if any, necessary to issue shares
of Company Common Stock pursuant to the Merger.

      (f) CONSENTS. Each of the Company and ACI shall have obtained all consents
required  to  consummate  the  transactions   contemplated  by  this  Agreement,
including the Merger,  and all other consents in connection  with the Merger and
the other  transactions  contemplated  hereby, the failure to obtain which would
constitute a Company Material Adverse Effect.

      Section 5.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF ACI. The obligation of
ACI to effect the Merger is subject to the satisfaction of each of the following
additional conditions, any of which may be waived in writing exclusively by ACI:

      (a) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The representations and
warranties of the Company set forth in this Agreement  shall be true and correct
in all  material  respects as of the date of this  Agreement  and (except to the
extent such representations and warranties are made as of an earlier date, which
representations  and  warranties  shall  be true  and  correct  in all  material
respects at and as of such date) as of the Closing Date as though made on and as
of the  Closing  Date,  in each case  except for  changes  contemplated  by this
Agreement,  and ACI shall have  received a  certificate  signed on behalf of the
Company by a duly authorized executive officer of the Company to such effect.

      (b)  PERFORMANCE  OF  OBLIGATIONS  OF THE COMPANY.  The Company shall have
performed in all material  respects all obligations  required to be performed by
it under this  Agreement  at or prior to the  Closing  Date,  and ACI shall have
received a  certificate  signed on behalf of the  Company  by a duly  authorized
executive officer of the Company to such effect.

      (c)  TAX  OPINION.   ACI  shall  have  received  a  written  opinion  from
Kirkpatrick & Lockhart  LLP,  counsel to ACI, to the effect that the Merger will
be treated for federal income tax purposes  either as a tax-free  reorganization
within  the  meaning  of  Section  368(a)  of the  Code or as a  non-recognition
exchange of stock under  Section 351 of the Code.  In  rendering  such  opinion,
counsel may rely upon  representations and certificates of the Company,  ACI and
Merger Sub.

      (d) NYSE LISTING.  The shares of Company  Common Stock to be issued in the
Merger,  to be issued upon the exercise of  Substitute  Options and to be issued
pursuant to the Company DRP shall have been approved for listing on the New York
Stock Exchange upon official notice of issuance.


                                      31





      (e) COMPANY AMENDED AND RESTATED  CHARTER AND BYLAWS.  The Company Amended
and Restated Charter and Bylaws shall be in full force and effect.

      (f) COMPANY  BOARD OF  DIRECTORS.  The Board of  Directors  of the Company
shall be comprised only of those persons  identified or referred to as directors
of the Company in Annex C attached hereto.

      (g) MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there shall
have been no changes,  occurrences  or  circumstances  involving  the  business,
results of operations or financial condition or prospects of the Company and any
of its Subsidiaries that constitute a Material Adverse Effect.

      Section 5.3  ADDITIONAL  CONDITIONS  TO  OBLIGATION  OF THE  COMPANY.  The
obligation of the Company to effect the Merger is subject to the satisfaction of
each of the  following  additional  conditions,  any of which may be waived,  in
writing, exclusively by the Company:

      (a)  REPRESENTATIONS  AND  WARRANTIES  OF  ACI.  The  representations  and
warranties of ACI set forth in this  Agreement  shall be true and correct in all
material  respects  as of the date of this  Agreement  and (except to the extent
such  representations  and  warranties  are made as of an  earlier  date,  which
representations  and  warranties  shall  be true  and  correct  in all  material
respects at and as of such date) as of the Closing Date as though made on and as
of the  Closing  Date,  in each case  except for  changes  contemplated  by this
Agreement, and the Company shall have received a certificate signed on behalf of
ACI by a duly authorized executive officer of ACI to such effect.

      (b)  PERFORMANCE  OF  OBLIGATIONS  OF ACI. ACI shall have performed in all
material  respects  all  obligations  required to be  performed by it under this
Agreement at or prior to the Closing Date, and the Company shall have received a
certificate  signed on behalf of ACI by a duly authorized  executive  officer of
ACI to such effect.

      (c) TAX  OPINION.  The Company  shall have  received the opinion of Kelly,
Hart & Hallman, P.C., counsel to the Company, to the effect that the Merger will
be treated for federal income tax purposes  either as a tax-free  reorganization
within  the  meaning  of  Section  368(a)  of the  Code or as a  non-recognition
exchange of stock under  Section 351 of the Code.  In  rendering  such  opinion,
counsel may rely upon  representations and certificates of the Company,  ACI and
Merger Sub.

      (d) MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there shall
have been no changes,  occurrences  or  circumstances  involving  the  business,
results of operations or

                                      32





financial  condition  or  prospects  of ACI  and  any of its  Subsidiaries  that
constitute a Material Adverse Effect.

                                   ARTICLE VI

                            TERMINATION AND AMENDMENT

      Section 6.1  TERMINATION.  This  Agreement may be terminated (i) by mutual
consent of the Company and ACI or (ii) at any time prior to the  Effective  Time
by  written  notice  by the  terminating  party to the other  parties  under the
circumstances set forth below:

      (a) by  either  the  Company  or ACI if the  Merger  shall  not have  been
consummated  by September 30, 1997  (provided  that the right to terminate  this
Agreement  under this  Section  6.1(a) shall not be available to any party whose
failure to fulfill any material obligation under this Agreement has been a cause
of or has  resulted  in the  failure  of the  Merger to occur on or before  such
date); or

      (b) by either the Company or ACI if a court of competent  jurisdiction  or
other Governmental  Entity shall have issued a nonappealable final order, decree
or  ruling  or taken  any  other  action,  in each  case  having  the  effect of
permanently restraining, enjoining or otherwise prohibiting the Merger; or

      (c) by either  the  Company  or ACI if, at the ACI  Stockholders'  Meeting
(including  any  adjournment  or  postponement),   the  requisite  vote  of  the
stockholders  of ACI in favor of this  Agreement  and the Merger  shall not have
been obtained; or

      (d)  by  the  Company  or  ACI,  if  (i)  the  other  has   breached   any
representation  or warranty  contained in this Agreement,  and such breach shall
not have been cured prior to the Effective  Time (except where such breach would
not have a Material Adverse Effect on the party having made such  representation
or warranty  and its  Subsidiaries  taken as a whole and would not  constitute a
Company  Material  Adverse  Effect  after  giving  effect  to  the  transactions
contemplated by this Agreement),  or (ii) if there has been a material breach of
a material  covenant or agreement set forth in this Agreement on the part of the
other,  which  shall not have been cured  within  two  business  days  following
receipt by the breaching  party of written  notice of such breach from the other
party.

      Section 6.2 EFFECT OF  TERMINATION.  In the event of  termination  of this
Agreement as provided in Section 6.1, this Agreement  shall  immediately  become
void and there  shall be no  liability  or  obligation  on the part of any party
hereto or its officers,  directors,  stockholders or affiliates arising from the
execution and delivery of this Agreement or its termination.

      Section  6.3  FEES  AND  EXPENSES.  All  fees  and  expenses  incurred  in
connection with this Agreement and the transactions

                                      33





contemplated hereby shall be paid by the party incurring such expenses,  whether
or not the Merger is consummated; provided, however, that the Company shall bear
52% and ACI shall  bear 48% of all  reasonable  fees and  expenses  incurred  in
relation to the  preparation and filings of Pre-Merger  Notification  and Report
forms by stockholders  of ACI under the HSR Act with respect to the Merger,  and
the  printing  and  filing  of  the  Proxy  Statement   (including  any  related
preliminary materials) and the S-4 (including financial statements and exhibits)
and any amendments or supplements thereto.

      Section  6.4  AMENDMENT.  This  Agreement  may be amended  by the  parties
hereto,  by action taken or authorized by their respective  Boards of Directors,
at any time before or after approval of the matters presented in connection with
the Merger by the stockholders of ACI but, after any such approval, no amendment
shall be made  which  by law  requires  further  approval  by such  stockholders
without such further  approval.  This  Agreement may not be amended except by an
instrument in writing signed on behalf of all of the parties hereto.

      Section 6.5 EXTENSION;  WAIVER.  At any time prior to the Effective  Time,
the parties hereto,  by action taken or authorized by their respective Boards of
Directors,  may,  to the  extent  legally  allowed,  (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any  inaccuracies  in the  representations  and warranties  contained
herein or in any document  delivered pursuant hereto by the other parties hereto
and (iii) waive  compliance  with any of the agreements or conditions  contained
herein for their  benefit.  Any  agreement  on the part of a party hereto to any
such  extension  or  waiver  shall  be  valid  only if set  forth  in a  written
instrument signed on behalf of such party.


                                   ARTICLE VII

                                  MISCELLANEOUS

      Section 7.1 NONSURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES.  None of the
representations and warranties in this Agreement or in any instrument  delivered
pursuant  to this  Agreement  shall  survive  the  Effective  Time.  Except  for
agreements  set forth  herein or therein to be  performed,  in whole or in part,
after the  Effective  Time,  no  agreements  set forth  herein or therein  shall
survive the Effective Time.

      Section 7.2 NOTICES. All notices and other communications  hereunder shall
be in writing  and shall be deemed  given if  delivered  personally,  telecopied
(which is  confirmed)  or mailed by registered  certified  mail (return  receipt
requested) to the parties

                                      34





at the  following  addresses  (or at such other  address for a party as shall be
specified by like notice):

      (a)   if to the Company, to:

                  Arch Mineral Corporation
                  Suite 300
                  CityPlace One
                  St. Louis, Missouri  63141

                  Attention:  Chief Executive Officer

                  with a copy to:

                  Jeffry N. Quinn, Esquire
                  Arch Mineral Corporation
                  Suite 300
                  CityPlace One
                  St. Louis, Missouri  63141

                  and to:

                  F. Richard Bernasek, Esquire
                  Kelly, Hart & Hallman, P.C.
                  Suite 2500
                  201 Main Street
                  Fort Worth, Texas  76012


      (b)   if to ACI, to:

                  Ashland Coal, Inc.
                  2205 Fifth Street Road
                  Huntington, West Virginia  25701

                  Attention: Chief Executive Officer

                  with a copy to:

                  Roy F. Layman, Administrative Vice President-
                        Law and Human Resources and Secretary
                  Ashland Coal, Inc.
                  2205 Fifth Street Road
                  Huntington, West Virginia  25701

                  and to:

                  Ronald D. West
                  Kirkpatrick & Lockhart LLP
                  1500 Oliver Building
                  Pittsburgh, Pennsylvania 15222


                                      35





      Section 7.3 INTERPRETATION.  When a reference is made in this Agreement to
Sections,  such  reference  shall  be to a  Section  of  this  Agreement  unless
otherwise  indicated.  The table of  contents  and  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or  interpretation  of this  Agreement.  Whenever  the words  "INCLUDE,"
"INCLUDES" or "INCLUDING"  are used in this Agreement they shall be deemed to be
followed  by the  words  "without  limitation."  The  phrases  "THE DATE OF THIS
AGREEMENT,"  "THE DATE HEREOF," and terms of similar import,  unless the context
otherwise requires, shall be deemed to refer to April 4, 1997.

      Section 7.4 KNOWLEDGE. All references in this Agreement or any certificate
to  knowledge of the Company or ACI shall mean the  knowledge  of any  executive
officer or executive officers of such party referred to in the S-4 (but only the
executive officer executing any such certificate,  in the case of a certificate)
and shall  reflect  reasonable  inquiry by such  executive  officer or executive
officers in connection  specifically  with respect to the statement made to such
knowledge.

      Section 7.5  COUNTERPARTS.  This  Agreement may be executed in two or more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other  parties,  it being  understood  that all
parties need not sign the same counterpart.

      Section 7.6 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement
and  the  documents   and   instruments   referred  to  herein,   including  the
Confidentiality  Agreement,  constitute the entire  agreement and supersedes all
prior  agreements and  understandings,  both written and oral, among the parties
with respect to the subject  matter  hereof,  and,  except for the provisions of
Sections 4.9 and 4.10, are not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder.

      Section 7.7 GOVERNING LAW. This Agreement  shall be governed and construed
in  accordance  with the laws of the  State of  Delaware  without  regard to any
applicable conflicts of law.

      Section 7.8  ASSIGNMENT.  Neither  this  Agreement  nor any of the rights,
interests or obligations hereunder shall be assigned or otherwise transferred in
whole or in part by any of the parties  hereto  (whether by  operation of law or
otherwise)  without the prior written  consent of the other parties.  Subject to
the  preceding  sentence,  this  Agreement  will be binding  upon,  inure to the
benefit of and be enforceable by the parties and their respective successors and
permissible assigns and transferees.


                                      36





      Section 7.9 SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner  to the  end  that
transactions contemplated hereby are fulfilled to the extent possible.

      Section 7.10 FAILURE OR INDULGENCE  NOT WAIVER;  REMEDIES  CUMULATIVE.  No
failure or delay on the part or any party  hereto in the  exercise  of any right
hereunder  shall  impair  such  right  or be  construed  to be a waiver  of,  or
acquiescence in, any breach of any representation, warranty or agreement herein,
nor shall any single or partial  exercise  of any such right  preclude  other or
further exercise thereof or of any other right. All rights and remedies existing
under this  Agreement  are  cumulative  to, and not  exclusive of, any rights or
remedies otherwise available.


                                      37





      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers,  thereunto duly authorized,  as of the date first set
forth above.

                                          ARCH MINERAL CORPORATION


                                          By:   /S/ STEVEN F. LEER
                                                ---------------------
                                          Title:  President and Chief
                                                     Executive Officer


                                          AMC MERGER CORPORATION

                                             
                                          By:   /S/ JEFFRY N. QUINN
                                                ----------------------
                                          Title:  President



                                          ASHLAND COAL, INC.


                                          By:   /S/WILLIAM C. PAYNE
                                                ----------------------
                                          Title:    President



                                       38






                                                                         ANNEX A

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 ARCH COAL, INC.



      FIRST:  The  name of the  Corporation  is  Arch  Coal,  Inc.  (hereinafter
referred to as the "Corporation").

      SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
and the name of its registered  agent at such address is The  Corporation  Trust
Company.

      THIRD:  The purpose of the  Corporation  is to engage in any lawful act or
activity for which a Corporation may be organized under the General  Corporation
Law of the State of Delaware.

      FOURTH:  The total  number of shares  of all  classes  of stock  which the
Corporation   shall  have   authority  to  issue  is  One  Hundred  Ten  Million
(110,000,000), which shall be divided into two classes as follows:

                  A. One Hundred Million  (100,000,000)  shares of Common Stock,
                  the par value of which  shares is One Cent  ($.01)  per share;
                  and

                  B. Ten Million (10,000,000) shares of Preferred Stock, the par
                  value of  which  shares  is One Cent  ($.01)  per  share.  The
                  Corporation's   Board  of   Directors   is  hereby   expressly
                  authorized to provide by resolution or  resolutions  from time
                  to time for the issuance of the Preferred Stock in one or more
                  series, the shares of each of which series to have such voting
                  rights and the terms and conditions for the exercise  thereof,
                  provided  that the  holders of shares of  Preferred  Stock (1)
                  will not be  entitled  to more than the lesser of (x) one vote
                  per $100 of liquidation  value or (y) one vote per share, when
                  voting as a class with the holders of shares of other  capital
                  stock,  and (2) will  not be  entitled  to vote on any  matter
                  separately as a class, except to the extent required by law or
                  as  specified  with respect to each series with respect to (x)
                  any  amendment  or  alteration  of  the   provisions  of  this
                  Certificate of  Incorporation  that would adversely affect the
                  powers,  preferences,  or  special  rights  of the  applicable
                  series  of   Preferred   Stock  or  (y)  the  failure  of  the
                  Corporation to pay dividends on

                                       A-1





                  any series of  Preferred  Stock in full for any six  quarterly
                  dividend payment periods, whether or not consecutive, in which
                  event the number of directors  may be increased by two and the
                  holders  of  outstanding   shares  of  Preferred   Stock  then
                  similarly   entitled  shall  be  entitled  to  elect  the  two
                  additional  directors until full accumulated  dividends on all
                  such shares of Preferred  Stock shall have been paid; and such
                  designations,   preferences   and   relative,   participating,
                  optional  or  other  special   rights,   and   qualifications,
                  limitations  or  restrictions  thereof,  as shall be permitted
                  under the General Corporation Law of the State of Delaware and
                  as shall be stated in the resolution or resolutions  providing
                  for the  issuance  of  such  stock  adopted  by the  Board  of
                  Directors  pursuant to the authority  expressly  vested in the
                  Board of Directors in the Bylaws.

      FIFTH: The business and affairs of the Corporation  shall be managed by or
under  the  direction  of a Board of  Directors  consisting  of such  number  of
directors  as is  determined  from  time to time by  resolution  adopted  by the
affirmative  vote of not less than two-thirds of the members of the entire Board
of Directors;  provided, however, that in no event shall the number of directors
be less than three (3).

      SIXTH:  Except as otherwise  fixed  pursuant to the  provisions of Article
FOURTH  hereof  relating  to the  voting  rights of the  holders of any class or
series of Preferred Stock:

                  1. In the election of directors,  a holder of Common Stock who
            elects to  cumulate  votes  shall be  entitled  to as many  votes as
            equals  the  number of votes  which  (absent  this  provision  as to
            cumulative  voting)  such  holder  would be entitled to cast for the
            election of directors with respect to such holder's  shares of stock
            multiplied  by the number of  directors to be elected by such holder
            in such  election,  and such holder may cast all of such votes for a
            single  director or may distribute them among the number to be voted
            for, or for any two or more of them, as such holder may see fit.

                  2.  The  affirmative  vote of the  holders  of not  less  than
            two-thirds  of the shares of Common  Stock  voting  thereon,  in the
            manner and to the extent permitted in the Bylaws,  shall be required
            to:

                        (i)   Adopt  an   agreement   or  plan  of   merger   or
                  consolidation;


                                       A-2





                        (ii)  Authorize  the sale,  lease or  exchange of all or
                  substantially   all  of  the   property   and  assets  of  the
                  Corporation;

                        (iii)  Authorize the  dissolution of the  Corporation or
                  the distribution of all or substantially  all of the assets of
                  the Corporation to its stockholders; or

                        (iv)  Amend,  alter,  supplement,  repeal  or adopt  any
                  provision  inconsistent  with Article  FOURTH,  Article FIFTH,
                  this Article SIXTH or Article EIGHTH.

                  3. On all other matters, the affirmative vote of a majority of
            the shares of Common Stock voting thereon will be required  unless a
            greater vote is required by law.

                  4.    Voting by the stockholders for the election of
            directors or on any other matter need not be by written
            ballot.

      SEVENTH:  In furtherance and not in limitation of the powers  conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation as therein provided.

      EIGHTH:     The Corporation hereby expressly elects not to be
governed by Section 203 of the General Corporation Law of the State
of Delaware.

      NINTH: No director shall be personally liable to the Corporation or any of
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except for  liability (i) for any breach of such  director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the General  Corporation  Law of the State
of  Delaware or (iv) for any  transaction  from which such  director  derived an
improper personal benefit. No repeal of or amendment to this Article NINTH shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such repeal or amendment. If the General Corporation
Law of the State of Delaware is amended to authorize  corporate  action  further
eliminating  the  personal  liability  of  directors,  then the  liability  of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as amended.


                                       A-3





      TENTH: The Corporation reserves the right to amend or repeal any provision
contained in this  Certificate of  Incorporation in the manner from time to time
prescribed  herein and by the laws of the State of Delaware.  All rights  herein
conferred are granted subject to this reservation.



                                       A-4





                                                                         ANNEX B












                           RESTATED AND AMENDED BYLAWS

                                       OF

                                 ARCH COAL, INC.





















                           ADOPTED: ___________, 1997


                                       B-1





                           RESTATED AND AMENDED BYLAWS

                                       OF

                                 ARCH COAL, INC.

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I -             MEETINGS OF STOCKHOLDERS..............................
      SECTION 1.        Annual Meeting........................................
      SECTION 2.        Special Meeting.......................................
      SECTION 3.        Notice of Meetings....................................
      SECTION 4.        Quorum................................................
      SECTION 5.        Conduct of Business...................................
      SECTION 6.        Proxies and Voting....................................
      SECTION 7.        Waiver of Notice......................................
      SECTION 8.        Consent of Stockholders in Lieu
                                  of Meeting..................................
      SECTION 9.        Adjournments..........................................
      SECTION 10.       Record Date...........................................
      SECTION 11.       Inspectors of Election................................
      SECTION 12.       List of Stockholders Entitled to Vote.................
      SECTION 13.       Advisory Stockholder Votes............................

ARTICLE II -            BOARD OF DIRECTORS....................................
      SECTION 1.        Power of the Directors................................
      SECTION 2.        Number and Term of Office; Election...................
      SECTION 3.        Notice of Stockholder Business and
                                  Nominations.................................
      SECTION 4.        Election..............................................
      SECTION 5.        Vacancies.............................................
      SECTION 6.        Resignation...........................................
      SECTION 7.        Removal...............................................
      SECTION 8.        Regular Meetings......................................
      SECTION 9.        Special Meetings......................................
      SECTION 10.       Notice of Meeting.....................................
      SECTION 11.       Quorum................................................
      SECTION 12.       Manner of Acting......................................
      SECTION 13.       Participation in Meetings by Conference
                                  Telephone...................................
      SECTION 14.       Action by Consent.....................................
      SECTION 15.       Organization..........................................
      SECTION 16.       Executive Committee...................................
      SECTION 17.       Audit Committee.......................................
      SECTION 18.       Other Committees......................................
      SECTION 19.       Waiver of Notices.....................................
      SECTION 20.       Compensation of Directors.............................

ARTICLE III -           OFFICERS..............................................
      SECTION 1.        Election and Appointment; Term of Office..............

                                       B-2





      SECTION 2.        Resignation; Removal; Vacancies.......................
      SECTION 3.        Duties and Functions..................................

ARTICLE IV -            NOTES, LOAN AGREEMENTS, CHECKS,
                                  BANK ACCOUNTS, ETC..........................
      SECTION 1.        Execution of Documents................................
      SECTION 2.        Deposits..............................................

ARTICLE V -             INDEMNIFICATION.......................................
      SECTION 1.        Indemnification of Directors and
                                  Officers....................................
      SECTION 2.        Right to Indemnification..............................
      SECTION 3.        Expenses..............................................
      SECTION 4.        Other Rights..........................................

ARTICLE VI -            SHARES AND THEIR TRANSFER.............................
      SECTION 1.        Certificates for Shares...............................
      SECTION 2.        Transfer..............................................
      SECTION 3.        Record................................................

ARTICLE VII -           THIRD PARTIES.........................................

ARTICLE VIII -          SEAL..................................................

ARTICLE IX -            FISCAL YEAR...........................................

ARTICLE X -             AMENDMENTS............................................

ARTICLE XI -            NOTICES...............................................

ARTICLE XII -           COMPUTATION OF TIME PERIODS...........................



                                       B-3





                           RESTATED AND AMENDED BYLAWS

                                       OF

                                 ARCH COAL, INC.


                      ARTICLE I - MEETINGS OF STOCKHOLDERS

      SECTION 1.        ANNUAL MEETING.

      The annual meeting of the stockholders of the Corporation shall be held at
such date,  time and place as shall be  designated by the Board of Directors and
stated in the notice of the meeting.

      SECTION 2.        SPECIAL MEETING.

      Special  meetings  of the  stockholders  may be  called at any time by the
President,  the Chief Executive Officer, any two or more members of the Board of
Directors  or holders  of 10% or more of the  outstanding  capital  stock of the
Corporation  entitled generally to vote for the election of Directors to be held
at such date,  time and place within the United States as shall be designated in
the notice thereof.

      SECTION 3.        NOTICE OF MEETINGS.

      Written  notice  of the  place,  date  and  time  of each  meeting  of the
stockholders  shall be given in the manner provided in Article XI, not less than
ten nor more than sixty days before the date on which the meeting is to be held,
to each  stockholder  entitled  to vote at such  meeting,  except  as  otherwise
provided herein or required by law (meaning,  here and hereinafter,  as required
from time to time by the General Corporation Law of Delaware). The notice of any
special  meeting  shall  state the  purpose or  purposes  for which the  special
meeting is called and shall  indicate  that such notice is being issued upon the
request of the person or persons calling the meeting.

      Upon the  written  request of the person or persons  calling  any  special
meeting,  notice  of  such  meeting  shall  be  given  by the  Secretary  of the
Corporation on behalf of such person or persons.  Every request to the Secretary
of the Corporation for the giving of notice of a special meeting of stockholders
shall state the purpose or purposes of such meeting.

      If mailed,  such notice shall be deemed to be given when  deposited in the
United  States  mail,  postage  prepaid,  directed  to the  stockholder  at such
stockholder's address as it appears on the records of the Corporation.


                                       B-4





      SECTION 4.        QUORUM.

      Subject to the  provisions  required by law, the Restated  Certificate  of
Incorporation,  as amended  from time to time  (hereafter  the  "Certificate  of
Incorporation") and these Bylaws in respect of the vote required for a specified
action,  at any  meeting of the  stockholders,  the holders of a majority of the
outstanding  shares of stock  entitled  to vote,  present in person or by proxy,
shall constitute a quorum for the transaction of business.

      Notwithstanding  the  foregoing,  if a quorum  shall  fail to  attend  any
meeting, the presiding person of the meeting or the holders of a majority of the
stock, present in person or by proxy, may adjourn the meeting from time to time,
without notice other than  announcement at the meeting,  until a quorum shall be
present or  represented.  At such  adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally  noticed. If the adjournment is for more
than 30 days,  or if after the  adjournment  a new record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
stockholder of record entitled to vote at the meeting.

      SECTION 5.        CONDUCT OF BUSINESS.

      The Board of Directors of the  Corporation  may adopt by  resolution  such
rules and regulations for the conduct of the meeting of stockholders as it shall
deem  appropriate.  Except  to the  extent  inconsistent  with  such  rules  and
regulations as adopted by the Board of Directors, the chairman of any meeting of
stockholders  shall  have the right  and  authority  to  prescribe  such  rules,
regulations  and  procedures and to do all such acts as, in the judgment of such
chairman,  are  appropriate  for the proper conduct of the meeting.  Such rules,
regulations  or  procedures,  whether  adopted  by the  Board  of  Directors  or
prescribed by the chairman of the meeting, may include, without limitation,  the
following:  (i) the  establishment  of an  agenda or order of  business  for the
meeting;  (ii) rules and procedures for maintaining order at the meeting and the
safety of those present;  (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation,  their duly authorized
and  constituted  proxies or such other  persons as the  chairman of the meeting
shall determine;  (iv) restrictions on entry to the meeting after the time fixed
for the  commencement  thereof;  and (v)  limitations  on the time  allotted  to
questions or comments by  participants.  Unless and to the extent  determined by
the Board of Directors or the chairman of the meeting,  meetings of stockholders
shall not be required to be held in accordance  with the rules of  parliamentary
procedure.


                                       B-5





      SECTION 6.        PROXIES AND VOTING.

      Except  as  may  be  otherwise   provided  by  law,  the   Certificate  of
Incorporation or these Bylaws,  (i) each stockholder of record present in person
or by proxy shall be entitled,  at every stockholders'  meeting, to one vote for
each share of capital  stock having  voting  power  standing in the name of such
stockholder on the books of the Corporation,  and (ii) the affirmative vote of a
majority of the shares voting thereon at a duly  organized  meeting and entitled
to vote on the subject matter shall be the act of the stockholders.

      Each  stockholder  entitled  to vote at a meeting  of  stockholders  or to
express  consent to corporate  action in writing without a meeting may authorize
another  person or persons to act for such person by proxy.  Every proxy must be
in writing and signed by the stockholder or such stockholder's attorney-in-fact.
No proxy shall be voted or acted upon after  three  years from its date,  unless
the  proxy  provides  for a  longer  period.  A duly  executed  proxy  shall  be
irrevocable  for the  period  stated  therein  if the  proxy  states  that it is
irrevocable  and if,  and  only as  long  as,  it is  coupled  with an  interest
sufficient in law to support an irrevocable power.

      SECTION 7.        WAIVER OF NOTICE.

      Notices of  meetings  need not be given to any  stockholder  who submits a
written waiver of notice,  signed in person or by proxy, whether before or after
the  meeting.  The purpose or purposes of any meeting of  stockholders  shall be
specified  in any such  waiver  of  notice.  Attendance  of a  stockholder  at a
meeting,  in  person or by proxy,  shall  constitute  a waiver of notice of such
meeting,  except when the stockholder  attends a meeting for the express purpose
of  objecting,  at the  beginning  of the  meeting,  to the  transaction  of any
business because the meeting is not lawfully called or convened.

      SECTION 8.        CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

      Any  action  required  to be taken at any  annual or  special  meeting  of
stockholders of the Corporation,  or any action which may be taken at any annual
or special meeting of the stockholders,  may be taken without a meeting, without
prior  notice and without a vote,  if a consent or consents in writing,  setting
forth the action so taken,  shall be signed by the holders of outstanding  stock
having not less than the  minimum  number of votes that  would be  necessary  to
authorize or take such action at a meeting at which all shares  entitled to vote
thereon  were present and voted and shall be  delivered  to the  Corporation  by
delivery to its registered office in Delaware,  its principal place of business,
or an officer or agent of the  Corporation  having  custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made

                                       B-6





to the Corporation's  registered office shall be made by hand or by certified or
registered mail, return receipt requested.

      Every written consent shall bear the date of signature of each stockholder
who signs the  consent and no written  consent  shall be  effective  to take the
corporate  action referred to therein unless,  within sixty days of the date the
earliest  dated consent is delivered to the  Corporation,  a written  consent or
consents  signed by a sufficient  number of holders to take action are delivered
to the Corporation in the manner prescribed in this Section 8.

      SECTION 9.        ADJOURNMENTS.

      Any meeting of stockholders,  annual or special,  may adjourn from time to
time to reconvene at the same or some other place,  and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the
meeting  at which  the  adjournment  is  taken.  At the  adjourned  meeting  the
Corporation  may transact any business  which might have been  transacted at the
original  meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting,  notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.

      SECTION 10.       RECORD DATE.

      In order that the Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of  stockholders,  or to receive  payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other  lawful  action,  the Board of  Directors  may fix a record
date,  which  record  date shall not  precede  the date on which the  resolution
fixing the record date is adopted  and which  record date shall not be more than
sixty nor less than ten days before the date of any meeting of stockholders, nor
more than sixty days  prior to the time for such  other  action as  hereinbefore
described;  provided,  however,  that if no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of  business on the
day next preceding the day on which notice is given or, if notice is waived,  at
the close of business on the day next  preceding the day on which the meeting is
held,  and,  for  determining  stockholders  entitled to receive  payment of any
dividend or other  distribution or allotment of rights or to exercise any rights
of change,  conversion or exchange of stock or for any other purpose, the record
date  shall  be at the  close  of  business  on the day on  which  the  Board of
Directors adopts a resolution relating thereto.

      A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any

                                       B-7





adjournment of the meeting;  provided,  however, that the Board of Directors may
fix a new record date for the adjourned meeting.

      In order that the Corporation may determine the  stockholders  entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record  date,  which  shall  not  precede  the  date  upon  which  the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  record date shall be not more than ten days after the date upon which the
resolution  fixing the record date is adopted.  If no record date has been fixed
by the Board of  Directors  and no prior  action by the  Board of  Directors  is
required  by law,  the  record  date  shall be the first  date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation  in the manner  prescribed by Article I, Section 8
hereof.  If no record  date has been fixed by the Board of  Directors  and prior
action by the Board of Directors is required by law with respect to the proposed
action by written consent of the  stockholders,  the record date for determining
stockholders  entitled to consent to corporate action in writing shall be at the
close  of  business  on the day on  which  the  Board of  Directors  adopts  the
resolution taking such prior action.

      SECTION 11.       INSPECTORS OF ELECTION.

      The  Corporation  may,  and shall if  required  by law,  in advance of any
meeting of stockholders,  appoint one or more inspectors of election, who may be
employees of the Corporation,  to act at the meeting or any adjournment  thereof
and to make a written report thereof.  The Corporation may designate one or more
persons as alternate  inspectors  to replace any  inspector who fails to act. In
the event that no  inspector  so  appointed  or  designated  is able to act at a
meeting of  stockholders,  the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting.  Each inspector,  before entering upon
the discharge of such inspector's duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of such  inspector's  ability.  The inspector or inspectors so appointed or
designated  shall (i)  ascertain  the number of shares of  capital  stock of the
Corporation  outstanding and the voting power of each such share, (ii) determine
the shares of capital stock of the  Corporation  represented  at the meeting and
the  validity of proxies and ballots,  (iii) count all votes and  ballots,  (iv)
determine and retain for a reasonable  period a record of the disposition of any
challenges made to any  determination  by the inspectors,  and (v) certify their
determination  of the  number  of  shares of  capital  stock of the  Corporation
represented at the meeting and such inspectors'  count of all votes and ballots.
Such  certification  and report shall specify such other  information  as may be
required by law. In determining the validity and counting of proxies and ballots
cast at any meeting of  stockholders  of the  Corporation,  the  inspectors  may
consider such information as is

                                       B-8





permitted by  applicable  law. No person who is a candidate  for an office at an
election may serve as an inspector at such election.

      SECTION 12.       LIST OF STOCKHOLDERS ENTITLED TO VOTE.

      The Secretary of the Corporation shall prepare and make, at least ten days
before  every  meeting  of  stockholders,  a complete  list of the  stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each  stockholder and the number of shares  registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting,  during ordinary  business hours,  for a
period of at least ten days prior to the  meeting,  either at a place within the
city where the  meeting is to be held,  which place  shall be  specified  in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.  The list shall also be  produced  and kept at the time and place of
the  meeting  during  the  whole  time  thereof  and  may  be  inspected  by any
stockholder who is present. Upon the willful neglect or refusal of the Directors
to produce such a list at any meeting for the election of Directors,  they shall
be ineligible  for election to any office at such  meeting.  Except as otherwise
provided by law, the stock  ledger shall be the only  evidence as to who are the
stockholders  entitled  to  vote  in  person  or by  proxy  at  any  meeting  of
stockholders  or to examine the stock ledger,  the list of  stockholders  or the
books of the Corporation.

      SECTION 13.       ADVISORY STOCKHOLDER VOTES.

      In order for  stockholders  to adopt or  approve  any  precatory  proposal
submitted to them for the purpose of  requesting  the Board of Directors to take
certain actions,  the affirmative vote of the holders of shares of capital stock
having at least a majority of the vote which could be cast by the holders of all
shares of capital stock  entitled to vote  thereupon,  voting as a single class,
must be voted in favor of the proposal.


                         ARTICLE II - BOARD OF DIRECTORS

      SECTION 1.        POWER OF THE DIRECTORS.

      The business and affairs of the  Corporation  shall be managed by or under
the  direction of the Board of  Directors,  which may exercise all the powers of
the  Corporation  and do all lawful acts and things which are not conferred upon
or reserved to the stockholders by law or by the Certificate of Incorporation.

      SECTION 2.        NUMBER AND TERM OF OFFICE; ELECTION.

      Subject to the provisions of the Certificate of Incorporation
and the restriction that the number of Directors shall not be less

                                       B-9





than the number  required  by the laws of the State of  Delaware,  the number of
Directors  shall be fixed,  from time to time,  by a  resolution  adopted by the
affirmative  vote of not less than two-thirds of the members of the entire Board
of Directors.

      Each  Director,  including  any Director  elected to fill a vacancy as set
forth in Section 5 of this  Article II,  shall hold office  until the earlier of
such Director's death, resignation,  removal in the manner hereinafter provided,
or the election and qualification of such Director's successor.

      SECTION 3.        NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

      A.    Annual Meetings of Stockholders.

            (1) Nominations of persons for election to the Board of Directors of
the   Corporation  and  the  proposal  of  business  to  be  considered  by  the
stockholders  may be made at an annual meeting of  stockholders  (a) pursuant to
the Corporation's notice of meeting delivered pursuant to Section 3 of Article I
of these  Bylaws,  (b) by or at the  direction  of the  Chairman or the Board of
Directors,  (c) with  respect  to those  persons  to be  elected by any class or
classes of Preferred  Stock of the  Corporation,  by any holder of such class or
classes of Preferred  Stock,  or (d) other than with respect to those persons to
be elected by any class or classes of Preferred Stock of the Corporation, by any
stockholder  of the  Corporation  who is  entitled  to vote at the  meeting  who
complied  with  the  procedures  set  forth  in  this  Section  3 and  who was a
stockholder  of record at the time such notice is delivered to the  Secretary of
the Corporation.

            (2) For nominations or other business to be properly  brought before
an annual meeting by a stockholder  pursuant to clause (d) of  subparagraph  (A)
(1) of this Section 3, the stockholder  must have given timely notice thereof in
writing to the  Secretary  of the  Corporation.  To be timely,  a  stockholder's
notice shall be delivered to the Secretary of the  Corporation  at its principal
executive  offices not less than seventy days nor more than ninety days prior to
the first anniversary of the preceding year's Annual Meeting; provided, however,
that in the event that the date of the Annual  Meeting is  advanced by more than
twenty days, or delayed by more than seventy days, from such  anniversary  date,
notice by the stockholder to be timely must be so delivered not earlier than the
ninetieth  day prior to such  Annual  Meeting  and not  later  than the close of
business on the later of the  seventieth day prior to such Annual Meeting or the
tenth day  following  the day on which public  announcement  of the date of such
meeting is first made. Such stockholder's  notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
Director  all  information  relating  to  such  person  that is  required  to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required, in each case

                                      B-10





pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"),  including such person's written consent to being named in
the proxy statement as a nominee and to serving as a Director if elected; (b) as
to any other business that the stockholder proposes to bring before the meeting,
a brief  description  of the business  desired to be brought before the meeting,
the  reasons for  conducting  such  business  at the  meeting  and any  material
interest in such business of such stockholder and the beneficial  owner, if any,
on whose  behalf the  proposal  is made;  (c) as to the  stockholder  giving the
notice and the  beneficial  owner,  if any, on whose  behalf the  nomination  or
proposal is made (i) the name and address of such stockholder, as they appear on
the  Corporation's  books,  and of such beneficial  owner and (ii) the class and
number of shares of the Corporation  which are owned  beneficially and of record
by such stockholder and such beneficial owner; and (d) a statement as to whether
or not the  stockholder  will solicit  proxies in support of such  stockholder's
nominee or proposal.

            (3) Notwithstanding  anything in the second sentence of subparagraph
(A) (2) of this  Section  3 to the  contrary,  in the event  that the  number of
Directors  to be  elected  to the  Board  of  Directors  of the  Corporation  is
increased  and there is no public  announcement  naming all of the  nominees for
Director or specifying the size of the increased  Board of Directors made by the
Corporation at least eighty days prior to the first anniversary of the preceding
year's Annual Meeting,  a stockholder's  notice required by this Section 3 shall
also be  considered  timely,  but only  with  respect  to  nominees  for any new
positions created by such increase, if it shall be delivered to the Secretary of
the Corporation at its principal  executive  offices not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.

      B. Special Meetings of Stockholders. Only such business shall be conducted
at a Special  Meeting  of  stockholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting pursuant to Section 3 of
Article I of these Bylaws.  Nominations  of persons for election to the Board of
Directors may be made at a Special  Meeting of  stockholders  at which Directors
are to be elected pursuant to the  Corporation's  notice of meeting (a) by or at
the  direction  of the  Board  of  Directors  or (b) by any  stockholder  of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures set forth in this Section 3 and who is a stockholder of record at the
time such notice is delivered to the Secretary of the  Corporation.  Nominations
by stockholders of persons for election to the Board of Directors may be made at
such a Special Meeting of stockholders if the  stockholder's  notice as required
by subparagraph (A) (2) of this Section 3 shall be delivered to the Secretary of
the  Corporation  at its  principal  executive  offices  not  earlier  than  the
ninetieth day prior to such Special Meeting and not later than the

                                      B-11





close of  business  on the later of the  seventieth  day  prior to such  Special
Meeting or the tenth day following the day on which public announcement is first
made of the date of the  Special  Meeting  and of the  nominees  proposed by the
Board of Directors to be elected at such meeting.

      C.    General.

            (1) Only persons who are nominated in accordance with the procedures
set forth in this  Section 3 shall be  eligible to serve as  Directors  and only
such business shall be conducted at a meeting of stockholders as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
Section 3. Except as otherwise provided by law, the Certificate of Incorporation
or these  Bylaws,  the Chairman of the meeting  shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made in accordance  with the  procedures set forth in this Section 3
and, if any  proposed  nomination  or business  is not in  compliance  with this
Section  3, to declare  that such  defective  proposal  or  nomination  shall be
disregarded.

            (2) For purposes of this Section 3, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

            (3)  Notwithstanding  the foregoing  provisions of this Section 3, a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Section 3. Nothing in this Section 3 shall be deemed to affect any
rights  of  stockholders  to  request  inclusion  of or  the  obligation  of the
Corporation to include proposals in the Corporation's  proxy statement  pursuant
to Rule 14a-8 under the Exchange Act.

      SECTION 4.        ELECTION.

      Except as otherwise provided in the Certificate of Incorporation,  at each
meeting of the  stockholders  for the election of Directors at which a quorum is
present, the persons receiving the greatest number of votes, up to the number of
Directors to be elected, shall be the Directors.

      SECTION 5.        VACANCIES.

      Any vacancy on the Board of Directors  (other than a vacancy caused by the
death,  resignation  or removal of any  Director  elected by the  holders of any
class or classes of Preferred Stock, voting separately as a class or classes, as
the case may be) or newly

                                      B-12





created  directorship  shall be filled by a majority  of the  Directors  then in
office, though less than a quorum, or by the sole remaining Director.

      SECTION 6.        RESIGNATION.

      Any  Director  may  resign  at  any  time  by  giving  written  notice  of
resignation to the Board of Directors,  the Chairman of the Board, the President
or the Secretary of the Corporation.  Any such resignation  shall take effect at
the time specified therein, or, if the time when it shall become effective shall
not be specified  therein,  then it shall take effect when accepted by action of
the Board of Directors.  Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.

      SECTION 7.        REMOVAL.

      Any or all of the  Directors  (other  than the  Directors  elected  by the
holders of any class or classes of Preferred  Stock of the  Corporation,  voting
separately  as a class or  classes,  as the case may be) may be  removed  by the
stockholders,  with or without cause,  by a vote of the holders of a majority of
the shares then entitled to vote at an election of  Directors,  provided that if
less than all the  Directors  are to be removed,  no one of the Directors may be
removed without cause if the votes cast against such Director's removal would be
sufficient to elect such Director if then  cumulatively  voted at an election of
the entire Board.

      SECTION 8.        REGULAR MEETINGS.

      Regular  meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall be established
by the Board of Directors and publicized among all Directors.

      SECTION 9.        SPECIAL MEETINGS.

      Special meetings of the Board of Directors may be called by any two of the
Directors,  the Chairman of the Board, the President or Chief Executive  Officer
and shall be held at such place  within the United  States,  on such date and at
such time as the person or persons calling the meeting shall fix.

      SECTION 10.       NOTICE OF MEETING.

      Notice of the date, place, time and purpose or purposes of each meeting of
the Directors  shall be given to each Director in the manner provided in Article
XI at such  Director's  usual place of business  at least  three  business  days
before the day on which the meeting is to be held.  Upon written  request of the
person or persons calling any special  meeting,  notice of such meeting shall be
given by the Secretary of the Corporation on behalf of such

                                      B-13





person or persons and shall indicate the person or persons calling
the meeting.

      SECTION 11.       QUORUM.

      At all meetings of the Board of  Directors,  the presence of a majority of
the whole Board of Directors  fixed by or in the manner provided in these Bylaws
shall constitute a quorum for the transaction of business.

      SECTION 12.       MANNER OF ACTING.

      A. Except as  otherwise  provided in  subsection B of this Section 12, the
vote of a majority  of the  Directors  present at a meeting at which a quorum is
present shall be necessary for the passage of any resolution or act of the Board
of Directors.

      B. The vote of not less than  two-thirds  of the entire Board of Directors
shall be  necessary  for the  passage of any  resolution  or act of the Board of
Directors in respect of the following:

            (i) the  declaration  of a dividend or  distribution  on any capital
stock of the Corporation not otherwise entitled to such dividend or distribution
pursuant to the terms thereof;

            (ii) the approval of the  Corporation's  annual  budget or operating
plan and any material modification thereof, including any capital expenditure in
excess of Ten  Million  Dollars  ($10,000,000)  not  provided  for in the annual
budget;

            (iii)  the  election  or  removal  of the Chief  Executive  Officer,
President,  Chief Financial Officer (if any) or Chief Operating Officer (if any)
of the Corporation;

            (iv)  except  for  the  issuance  of  Common  Stock  pursuant  to  a
compensation plan approved by the Board of Directors,  the issuance of more than
One Million  (1,000,000) shares of Common Stock or any shares of Preferred Stock
in any one transaction or a series of related transactions;

            (v)  the  adoption  of a share  purchase  rights  plan  of a  nature
commonly referred to as a "poison pill";

            (vi)  the  repurchase  or  redemption  of any  capital  stock of the
Corporation;

            (vii) an  establishment  or change in the number of Directors of the
Corporation;

            (viii) the appointment of members to or dissolution of the Executive
Committee; or


                                      B-14





            (ix) the amendment of this Section 12 of these Bylaws.

      SECTION 13.       PARTICIPATION IN MEETINGS BY CONFERENCE
                        TELEPHONE.

      Members  of the  Board of  Directors,  or of any  committee  thereof,  may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the  meeting  can  hear  and  speak  to each  other,  and such
participation shall constitute the presence in person at such meeting.

      SECTION 14.       ACTION BY CONSENT.

      Any action  required or  permitted to be taken at any meeting of the Board
of Directors, or of any committee thereof, may be taken without a meeting, prior
notice,  or vote if a consent in writing,  which writing may be in  counterparts
which may bear telecommunicated  facsimile signatures,  setting forth the action
so taken,  is signed by all members of the Board or committee,  and such writing
is filed with the minutes of the proceedings of the Board or committee.

      SECTION 15.       ORGANIZATION.

      Meetings of the Board of Directors  shall be presided over by the Chairman
of the Board or in the Chairman's absence by the Chief Executive Officer,  or in
their  absence  by a  chairman  chosen  at the  meeting.  The  Secretary  of the
Corporation  shall  act as  secretary  of the  meeting,  but in the  Secretary's
absence the  chairman of the meeting may appoint any person to act as  secretary
of the meeting.

      SECTION 16.       EXECUTIVE COMMITTEE.

      The Board of Directors may establish an Executive  Committee to consist of
such  Directors as the Board shall from time to time  designate.  The  Executive
Committee shall to the extent permitted by law have and may exercise such powers
and  authority  as the Board shall from time to time  determine.  The  Executive
Committee shall record minutes of each of its meetings and shall submit the same
to the Board at the first  meeting of the Board held  subsequent to such meeting
of the  Executive  Committee.  At all  meetings of the  Executive  Committee,  a
majority of the total number of the members  thereof  shall  constitute a quorum
for the transaction of business. A majority vote of the members of the Executive
Committee who are present shall be the act of the Executive Committee.

      SECTION 17.       AUDIT COMMITTEE.

      The Board may by  resolution  designate an Audit  Committee  consisting of
three or more  Directors.  Vacancies on the Audit Committee may be filled by the
Board at any time and any member of

                                      B-15





the Audit Committee  shall be subject to removal,  with or without cause, at any
time by resolution passed by the Board.

      The Audit Committee shall review with the independent  public  accountants
for the  Corporation  the  scope of their  examination,  receive  copies  of the
reports of such accountants,  meet with  representatives of such accountants for
the purpose of reviewing and considering questions relating to such accountants'
examination  and  such  reports,   review,   either  directly  or  through  such
accountants, the internal accounting and auditing procedures of the Corporation,
report the results of the foregoing to the Board and act upon such other matters
as may be referred to it by the Board.

      At each  meeting of the Board the Audit  Committee  shall make a report of
all action taken by it since its last report to the Board.

      The Audit  Committee  shall meet as often as may be deemed  necessary  and
expedient at such times and places as shall be  determined by the members of the
Audit  Committee.  A  majority  of the  members  of the  Audit  Committee  shall
constitute a quorum. In the absence of the Chairman of the Audit Committee,  the
Audit Committee may appoint any member to preside at meetings thereof.

      SECTION 18.       OTHER COMMITTEES.

      The Board of  Directors  may,  by  resolution  passed by a majority of the
whole Board, designate one or more other committees, each of which shall consist
of one or more  Directors.  The Board may  designate  one or more  Directors  as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.  Each such committee  shall have and may
exercise such powers and  authority of the Board of Directors in the  management
of the business and affairs of the Corporation as the Board shall provide in the
resolution designating such committee, except as otherwise provided by statute.

      SECTION 19.       WAIVER OF NOTICES.

      Notice  of a  meeting  need not be given to any  Director  who  submits  a
written waiver of notice signed by such Director,  including a  telecommunicated
facsimile waiver,  whether before or after the meeting.  The purpose or purposes
of any meeting of the Directors  must be specified in any such waiver of notice.
Attendance  of a Director at a meeting  shall  constitute  a waiver of notice of
such meeting, except when the Director attends a meeting for the express purpose
of  objecting,  at the  beginning  of the  meeting,  to the  transaction  of any
business because the meeting is not lawfully called or convened.


                                      B-16





      SECTION 20.       COMPENSATION OF DIRECTORS.

      Unless  otherwise  restricted by the Certificate of Incorporation or these
Bylaws,  the Board of Directors shall have the authority to fix the compensation
of Directors.  The Directors may be paid their expenses,  if any, for attendance
at each  meeting  of the  Board  of  Directors  and may be paid a fixed  sum for
attendance  at each  meeting  of the Board of  Directors  or a stated  salary as
Director,  or both. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.


                             ARTICLE III - OFFICERS

      SECTION 1.        ELECTION AND APPOINTMENT; TERM OF OFFICE.

      The  officers  of the  Corporation  shall be a Chairman  of the  Board,  a
President,  one or more Vice  Presidents as determined  from time to time by the
Board, a Treasurer, a Secretary and a Controller. Subject to Article II, Section
12 of these Bylaws,  the Board shall designate  either the Chairman of the Board
or the President as the Chief Executive  Officer of the Corporation.  Subject to
Article II,  Section 12 of these  Bylaws,  each such officer shall be elected by
the Board at its annual  meeting to serve at the will and  pleasure of the Board
and shall hold office until the next annual  meeting of the Board and until such
officer's   successor  is  elected  or  until  such  officer's   earlier  death,
resignation or removal in the manner hereinafter  provided.  The Board may elect
or appoint such other officers  (including one or more Assistant  Treasurers and
one or more Assistant Secretaries), and subject to the provisions of Article II,
Section  12 of these  Bylaws,  a Chief  Financial  Officer  or  Chief  Operating
Officer, as it deems necessary,  who shall have such authority and shall perform
such duties as the Board may  prescribe.  If additional  officers are elected or
appointed  during the year, each of them shall hold office until the next annual
meeting of the Board at which  officers are  regularly  elected or appointed and
until such  officer's  successor is elected or appointed or until such officer's
earlier death, resignation or removal in the manner hereinafter provided. To the
extent the Board shall deem appropriate, more than one of the offices authorized
herein may be held by the same person.

      SECTION 2.        RESIGNATION; REMOVAL; VACANCIES.

      A. Any  officer  may  resign at any time by giving  written  notice to the
Chief  Executive  Officer  or  the  Secretary  of  the  Corporation,   and  such
resignation  shall take  effect  upon  receipt  unless  specified  therein to be
effective at some other time

                                      B-17





(subject  always to the  provisions  of Section  2.B). No acceptance of any such
resignation shall be necessary to make it effective.

      B. Subject to the  provisions  of Article II,  Section 12 of these Bylaws,
all  officers  and agents  elected or appointed by the Board shall be subject to
removal at any time by the Board with or without cause.

      C.  A vacancy in any office may be filled for the unexpired
portion of the term in the same manner as provided for election or
appointment to such office.

      SECTION 3.        DUTIES AND FUNCTIONS.

      A.    CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside at all meetings of the stockholders and directors and shall
perform such other duties as the Board may prescribe.

      B. CHIEF EXECUTIVE  OFFICER.  In the case of absence,  refusal to serve or
incapacity  of the Chairman of the Board (if the Chief  Executive  Officer shall
not be designated as such), the Chief Executive Officer shall perform the duties
of such  office.  The Chief  Executive  Officer  may assign such duties to other
officers of the Corporation as the Chief Executive Officer deems appropriate.

      C.  PRESIDENT.  In the case of absence,  refusal to serve or incapacity of
the Chief Executive  Officer (if the President shall not be designated as such),
the President  shall perform the duties of such office.  If the President  shall
not be  designated  as the Chief  Executive  Officer  by the Board  pursuant  to
Section 1 of this Article III, the President  shall act under the control of the
Chief Executive Officer.

      D. CHIEF OPERATING  OFFICER.  In the event the President is not designated
as Chief  Executive  Officer  pursuant to Section 1, the  President  may, in the
Board's  discretion,  be  designated  as  the  Chief  Operating  Officer  of the
Corporation  and shall  have such  powers  and  duties  as the  Board,  or Chief
Executive Officer, may prescribe.

      E. VICE PRESIDENTS. The Vice Presidents shall have such powers and perform
such duties as the Board or the Chief  Executive  Officer may prescribe.  One or
more Vice  Presidents may be given and shall use as part of the title such other
designations,  including,  without limitation,  the designations "Executive Vice
President"  and "Senior  Vice  President,"  as the Board or the Chief  Executive
Officer may designate from time to time. One of the Vice  Presidents may also be
given  and  shall use as part of the title  such  other  designations  as may be
descriptive   of  their   responsibilities,   including,   without   limitation,
designations  such as "Chief  Financial  Officer" or "General  Counsel,"  as the
Board or the Chief Executive Officer may designate from time to time. In

                                      B-18





the case of absence, refusal to serve or incapacity of the Chairman of the Board
and the President, the powers and duties of the Chief Executive Officer shall be
vested  in and  performed  by  such  Vice  Presidents  as have  the  designation
"Executive  Vice  President,"  in the order of their  seniority  or as otherwise
established  by action of the Board from time to time,  or by such other officer
as the Board or the Chief Executive Officer shall have most recently  designated
for that purpose in a writing filed with the Secretary of the Corporation.

      F.  TREASURER.  The  Treasurer  shall act under the direction of the Chief
Financial Officer of the Corporation,  or, if none, the Chief Executive Officer.
The Treasurer  shall have charge and custody of and be responsible for all funds
and securities of the Corporation and the deposit thereof in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
or by the Treasurer  pursuant  hereto.  The Treasurer shall be authorized at any
time,  and from time to time,  by a writing  countersigned  by such  officer  or
officers as may be  authorized  by the Board:  (i) to open bank  accounts in the
name of the  Corporation in any bank or trust company for the deposit therein of
any  funds,  drafts,  checks or other  orders  for the  payment  of money to the
Corporation;  (ii) to authorize and empower any  representative  or agent of the
Corporation to draw upon or sign for the  Corporation  either manually or by the
use of facsimile signature,  any and all checks,  drafts or other orders for the
payment of money against such bank accounts which any such bank or trust company
may  pay  without  further  inquiry;  and  (iii)  to  sign,  in the  name of the
Corporation, certificates representing the stock of the Corporation.

      G.  SECRETARY.  The Secretary shall act under the direction and control of
the Board.  The Secretary shall attend all meetings of the Board,  the Executive
Committee and the  stockholders  and record the proceedings in a book to be kept
for that purpose and shall perform like duties for committees  designated by the
Board.  The Secretary  shall duly give or cause to be given,  in accordance with
the provisions of these Bylaws or as required by law,  notice of all meetings of
the  stockholders  and special meetings of the Board. The Secretary shall be the
custodian of the records and the corporate seal or seals of the  Corporation and
shall cause the corporate seal to be affixed to all documents,  the execution of
which, on behalf of the Corporation, under its seal, is duly authorized and when
so affixed may attest to same. The Secretary may sign,  with the Chief Executive
Officer,  the  President  or a Vice  President,  certificates  of  stock  of the
Corporation.

      H.  CONTROLLER.  The Controller shall act under the direction of the Chief
Financial Officer of the Corporation,  or, if none, the Chief Executive Officer.
Subject to the direction of the Chief  Financial  Officer of the Corporation or,
if none, the Chief Executive Officer, the Controller shall have charge of the

                                      B-19





accounting records of the Corporation,  shall keep full and accurate accounts of
all receipts and  disbursements  in books  belonging to the  Corporation,  shall
maintain  adequate  internal  control  of the  Corporation's  accounts,  and may
perform such other duties as may be prescribed by the Chief Financial Officer of
the Corporation or, if none, the Chief Executive Officer, and by the Board.


                      ARTICLE IV - NOTES, LOAN AGREEMENTS,
                           CHECKS, BANK ACCOUNTS, ETC.

      SECTION 1.        EXECUTION OF DOCUMENTS.

      The Board shall from time to time by  resolution  authorize  the officers,
employees and agents of the  Corporation to execute and deliver checks and other
orders for the payment of money and notes, bonds and other securities,  together
with  mortgages,  loan  agreements  and other  instruments  securing or relating
thereto  and  other  contracts  and  commitments  for  and  in the  name  of the
Corporation  and may authorize such  officers,  employees and agents to delegate
such power  (including  authority to redelegate) by written  instrument to other
officers, employees or agents of the Corporation.

      SECTION 2.        DEPOSITS.

      All funds of the  Corporation  not otherwise  employed  shall be deposited
from time to time to the credit of the  Corporation or otherwise as the Board or
any officer of the  Corporation  to whom power in that  respect  shall have been
delegated by the Board shall select.


                           ARTICLE V - INDEMNIFICATION

      SECTION 1.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      A. Every person who is or was a Director or officer of the Corporation, or
of any other  corporation  or entity  which  such  person  served as such at the
request of the Corporation  shall in accordance with Section 2 of this Article V
be indemnified by the corporation against expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with any claim,  action,  suit or proceeding (other
than any claim,  action,  suit or  proceeding  brought by or in the right of the
Corporation),  civil  or  criminal,   administrative  or  investigative,  or  in
connection  with an  appeal  relating  thereto,  in  which  such  person  may be
involved, as a party or otherwise, by reason of such person being or having been
a Director or officer of the Corporation or such other corporation or entity, or
by reason of any action taken or not taken in such  capacity as such Director or
officer, whether or not such person

                                      B-20





continues  to be such at the time such  liability  or  expense  shall  have been
incurred,  provided that such person acted, in good faith,  and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
Corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe that such conduct was unlawful.  The termination of
any claim, action, suit or proceeding,  civil or criminal,  by judgment,  order,
settlement  (whether with or without court approval),  conviction or upon a plea
of guilty or nolo  contendere,  or its equivalent shall not create a presumption
that a Director  or officer did not meet the  standards  of conduct set forth in
this Section l.A.

      B. Every person who is or was a Director or officer of the Corporation, or
of any other  corporation  or entity  which  such  person  served as such at the
request of the  Corporation,  shall in accordance with Section 2 of Article V be
indemnified by the Corporation  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement  of any claim,  action,  suit or  proceeding  brought by or in the
right of the  Corporation,  or in  connection  with an appeal or  otherwise,  by
reason  of such  person  being or  having  been a  Director  or  officer  of the
Corporation  or such other  corporation  or  entity,  or by reason of any action
taken or not  taken in such  person's  capacity  as such  Director  or  officer,
whether or not such person  continues to be such at the time such expense  shall
have been  incurred,  provided  that such person  acted in good faith,  and in a
manner  such  person  reasonably  believed  to be  the  best  interests  of  the
Corporation,  and provided  further,  that no  indemnification  shall be made in
respect of any claim,  action,  suit or proceeding as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the extent
that the court in which such claim, action, suit or proceeding was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

      SECTION 2.        RIGHT TO INDEMNIFICATION.

      Every  person  referred to in Section 1 or Section 2 of this Article V who
has been wholly  successful,  on the merits or  otherwise,  with  respect to any
claim,  action,  suit or proceeding of the character  described in said Sections
shall be  entitled  to  indemnification  as of right.  Except as provided in the
preceding  sentence,  any  indemnification  under Section 1 or Section 2 of this
Article V may be made by the Board of Directors, in its discretion,  but only if
(a) the Board of Directors,  acting by a quorum  consisting of Directors who are
not parties to such claim, action, suit or proceeding, shall have found that the
Director  or officer  has met the  applicable  standard  of conduct set forth in
Section 1

                                      B-21





or  Section  2, as the case may be,  of this  Article  V or (b) there be no such
disinterested quorum,  independent legal counsel (who may be the regular outside
counsel of the  Corporation)  shall have  delivered to the  Corporation  written
advice to the effect that in their  judgment such  applicable  standard has been
met, or (c) by the stockholders of the Corporation.

      SECTION 3.        EXPENSES.

      Expenses incurred with respect to any claim, action, suit or proceeding of
the  character  described  in  Section  1 of this  Article  V may be paid by the
Corporation  prior  to  the  final  disposition   thereof  upon  receipt  of  an
undertaking  by or on behalf of the  Director  or officer  to repay such  amount
unless it shall  ultimately  be  determined  that such  person  is  entitled  to
indemnification by the Corporation.

      SECTION 4.        OTHER RIGHTS.

      The  rights  of  indemnification  provided  in this  Article V shall be in
addition to any other  rights to which a Director or officer of the  Corporation
or such other corporation or entity may otherwise be entitled by contract,  vote
of  disinterested  stockholders or Directors or otherwise or as a matter of law;
and in the  event of such  person's  death,  such  rights  shall  extend to such
person's heirs and legal representatives.


                     ARTICLE VI - SHARES AND THEIR TRANSFER

      SECTION 1.        CERTIFICATES FOR SHARES.

      The stock of the Corporation  shall be represented by certificates  signed
in the  name  of the  Corporation  by (a) the  Chief  Executive  Officer  or the
President  or a Vice  President  and (b) either the  Treasurer  or an  Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation.

      If the  Corporation  shall be  authorized  to issue more than one class of
stock  or  more  than  one  series  of  any  class,  the  powers,  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof and the  qualifications,  limitations  or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the certificate  which the  Corporation  shall
issue to  represent  such  class or series of stock,  provided  that,  except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, or
in any act amending,  supplementing or substituted for such Section,  in lieu of
the  foregoing  requirements,  there may be set forth on the face or back of the
certificate  which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to

                                      B-22





each  stockholder  who so requests  the powers,  designations,  preferences  and
relative, participating, optional or other special rights of each class of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
preferences and/or rights.

      Any of or all the  signatures on a certificate  may be facsimile.  In case
any  officer,  transfer  agent or  registrar  who has signed or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued,  it may
be issued by the  Corporation  with the same  effect as if such person were such
officer, transfer agent or registrar at the date of issue.

      The Board of Directors may direct a new  certificate or certificates to be
issued in place of any  certificate or  certificates  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost, stolen or destroyed.

      SECTION 2.        TRANSFER.

      Upon  surrender to the  Corporation or its transfer agent of a certificate
for shares  duly  endorsed or  accompanied  by proper  evidence  of  succession,
assignation or authority to transfer, it shall be the duty of the Corporation to
issue  a new  certificate  to  the  person  entitled  thereto,  cancel  the  old
certificate and record the transaction upon its books.

      SECTION 3.        RECORD.

      The  Corporation  shall be entitled to recognize the exclusive  right of a
person registered on its books as the owner of shares to receive dividends,  and
to vote as such owner,  and shall not be bound to  recognize  any  equitable  or
other  claim to or  interest  in such  shares on the part of any  other  person,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise provided by the laws of Delaware.


                           ARTICLE VII - THIRD PARTIES

      Any  party  dealing  with  the  Corporation  shall  be  entitled  to  rely
conclusively as to the due  authorization  of any act of the Corporation  upon a
certificate provided to it and signed by (a) the President or any Vice President
and (b) the  Secretary  or any  Assistant  Secretary of the  Corporation  to the
effect  that  such  act was  duly  authorized  by all  necessary  action  of the
Corporation.



                                      B-23





                               ARTICLE VIII - SEAL

      The Board of  Directors  may by  resolution  provide for a suitable  seal,
containing the name of the Corporation, which seal shall be in the charge of the
Secretary of the Corporation.


                            ARTICLE IX - FISCAL YEAR

      The fiscal year of the  Corporation  shall end on the last calendar day of
each year.


                             ARTICLE X - AMENDMENTS

      Subject to the  provisions  of Article  II,  these  Bylaws may be adopted,
repealed, altered or amended by the Board of Directors at any regular or special
meeting  thereof.  Except as otherwise  fixed  pursuant to the provisions of the
Certificate of Incorporation hereof relating to the voting rights of the holders
of any class or series of Preferred  Stock,  the stockholders of the Corporation
shall have the power to adopt, repeal, alter or amend Article II of these Bylaws
by the affirmative  vote of not less than two-thirds of the shares of the Common
Stock voting thereon.


                              ARTICLE XI - NOTICES

      All notices  and other  communications  hereunder  shall be in writing and
delivered personally or sent, if in the United States by first class mail return
receipt  requested,  or if outside the United States by air mail, return receipt
requested,   or  in  either  case  by  telex,   telecopy,   or  other  facsimile
telecommunications.  Any notice or other  communication so transmitted  shall be
deemed  to  have  been  given  at  the  time  of  delivery,  in  the  case  of a
communication  delivered  personally,  on the business day following  receipt of
answer back, telecopy, or facsimile confirmation, in the case of a communication
sent by telex, telecopy or other facsimile telecommunication,  respectively,  or
as  provided  in  Section  3 of  Article  I of  these  Bylaws  in the  case of a
communication sent by mail.


                   ARTICLE XII - COMPUTATION OF TIME PERIODS

      The words  "day" or "days" as used in these  Bylaws  with  respect  to the
computation of periods of time shall mean calendar days and the words  "business
day" or "business  days" as used in these Bylaws with respect to the computation
of periods of time  shall mean any day that is not a  Saturday,  Sunday or other
holiday in New York, New York;  provided,  however,  that if the last day of any
period of time shall fall on a day other than a business day, such period

                                      B-24





shall be  extended  to include  the next  succeeding  business  day in each such
location. All computations of time shall be based on New York, New York time.


                                      B-25





                                                                         ANNEX C



                          DIRECTORS OF ARCH COAL, INC.
                            AS OF THE EFFECTIVE TIME




                                  James R. Boyd
                                Robert A. Charpie
                                Paul W. Chellgren
                                Thomas L. Feazell
                              Juan Antonio Ferrando
                                  John R. Hall
                                 Robert L. Hintz
                                 Douglas H. Hunt
                                 Steven F. Leer
                                 Thomas Marshall
                                 James L. Parker
                                 J. Marvin Quin
                              Ronald Eugene Samples


If, prior to the Effective Time, (i) any of Messrs.  Boyd,  Chellgren,  Feazell,
Hall and Quin;  (ii) any of  Messrs.  Hunt,  Parker  and  Samples;  or (iii) Mr.
Ferrando,  should die or otherwise be unable or unwilling to serve as a director
of the Company,  then a substitute  for such person shall be  designated  by (i)
Ashland  Inc.;  (ii) Hunt Coal  Corporation,  Petro-Hunt  Corporation,  the Lyda
Hunt-Margaret  Trusts  and the  Lyda  Hunt-Herbert  Trusts;  or  (iii)  Carboex,
respectively.  If, prior to the Effective Time, any of Messrs. Charpie, Hintz or
Marshall  should die or  otherwise be unable or unwilling to serve as a director
of the Company,  then a  substitute  for such person  shall be  designated  by a
majority of the remainder of the persons listed above.





                                      C - 1






                                                                         ANNEX D


                          [Form of Affiliate Agreement]


                                                              ____________, 1997

Arch Coal, Inc.
Suite 300
CityPlace One
Creve Coeur, Missouri 63141


Gentlemen:

            The  undersigned  has been  advised  that as of the date  hereof the
undersigned may be deemed to be an "affiliate" of Ashland Coal, Inc., a Delaware
corporation  ("ACI"),  as the  term  "affiliate"  is  defined  for  purposes  of
paragraphs (c) and (d) of Rule 145 of the Rules and Regulations  (the "Rules and
Regulations") of the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"). Pursuant to the terms of the
Agreement and Plan of Merger, dated as of April 4, 1997 (the "Agreement"), among
Arch Mineral  Corporation,  a Delaware  corporation (the "Company"),  AMC Merger
Corporation  and ACI, at the Effective  Time (as defined in the  Agreement)  ACI
will become a wholly owned subsidiary of the Company.

            As a  result  of the  Merger  (as  defined  in the  Agreement),  the
undersigned  may  receive  shares of  Common  Stock,  par  value  $.01 per share
("Company  Common Stock"),  of the Company.  The undersigned  would receive such
shares in exchange for shares of Common Stock, par value $.01 per share, of ACI,
shares of Class B Preferred  Stock,  par value $100 per share, of ACI, or shares
of Class C  Preferred  Stock,  par  value  $100 per  share,  of ACI owned by the
undersigned.

            The  undersigned  hereby  represents  and warrants to, and covenants
with, the Company that in the event the undersigned  receives any Company Common
Stock in the Merger:

            (A) The  undersigned  shall  not make any  sale,  transfer  or other
      disposition  of Company  Common Stock in violation of the Act or the Rules
      and Regulations.

            (B) The undersigned has carefully read this letter and discussed its
      requirements  and  other  applicable  limitations  upon the  undersigned's
      ability to sell,  transfer  or  otherwise  dispose of the  Company  Common
      Stock, to the extent



                                      D - 1





Arch Coal, Inc.
__________, 1997
Page 2

      the undersigned has felt it necessary, with the
      undersigned's counsel.

            (C) The  undersigned has been advised that the issuance of shares of
      Company Common Stock to the  undersigned in the Merger has been registered
      under  the Act by a  Registration  Statement  on Form  S-4.  However,  the
      undersigned  has also been  advised  that  because  (i) at the time of the
      submission  of the  Merger  for a  vote  of the  stockholders  of ACI  the
      undersigned  may be deemed an affiliate of ACI, and (ii) the  distribution
      by the  undersigned  of the Company  Common Stock has not been  registered
      under the Act, the undersigned may not sell, transfer or otherwise dispose
      of Company Common Stock issued to the undersigned in the Merger unless (a)
      such sale,  transfer or other  disposition has been  registered  under the
      Act, (b) such sale,  transfer or other  disposition  is made in conformity
      with the volume and other applicable limitations imposed by Rule 145 under
      the Act, or (c) in the  opinion of counsel  reasonably  acceptable  to the
      Company  delivered in writing to the Company prior to such sale,  transfer
      or  other  disposition,  such  sale,  transfer  or  other  disposition  is
      otherwise exempt from registration under the Act.

            (D) The undersigned understands that, except to the extent set forth
      in an agreement to which the Company is a party, the Company will be under
      no obligation to register the sale,  transfer or other  disposition of the
      Company  Common Stock by the  undersigned or on the  undersigned's  behalf
      under  the Act or to take  any  other  action  necessary  in order to make
      compliance with an exemption from such registration available.

            (E) The undersigned  understands that stop transfer instructions may
      be given to the  Company's  transfer  agent with  respect  to the  Company
      Common Stock owned by the  undersigned and that there may be placed on the
      certificates  for the Company Common Stock issued to the  undersigned,  or
      any  substitutions  for all or part of such Company Common Stock, a legend
      stating in substance:

                  "The shares  represented by this  certificate were issued in a
            transaction  to which  Rule 145  under  the  Securities  Act of 1933
            applies.  The shares  represented  by this  certificate  may only be
            transferred in accordance with the terms of a letter agreement dated
            __________, 1997, a copy of



                                      D - 2






             which agreement  is on file at the principal offices of Arch Coal, 
             Inc.

            (F) The undersigned also understands that unless the transfer by the
      undersigned of the undersigned's  Company Common Stock has been registered
      under the Act or is a sale made in conformity  with the provisions of this
      letter,  the Company reserves the right, in its sole discretion,  to place
      the  following  legend on the  certificates  issued to any  transferee  of
      shares from the  undersigned  and to obtain an agreement from the proposed
      transferee to effect hereof as a condition to issuance of  certificates to
      such transferee:

                  "The  shares  represented  by this  certificate  have not been
            registered under the Securities Act of 1933 and were acquired from a
            person who received such shares in a  transaction  to which Rule 145
            under the  Securities  Act of 1933  applies.  The  shares  have been
            acquired  by the  holder  not  with  a view  to,  or for  resale  in
            connection with, any distribution  thereof within the meaning of the
            Securities  Act of 1933 and may not be  offered,  sold,  pledged  or
            otherwise  transferred  except in accordance  with an exemption from
            the registration requirements of the Securities Act of 1933."

            It is understood and agreed that the legend set forth in paragraph E
or F above shall be removed by delivery of substitute  certificates without such
legend if the  undersigned  shall have  delivered to the Company (i) a copy of a
letter from the staff of the Commission,  or an opinion of counsel,  in form and
substance reasonably  satisfactory to the Company to the effect that such legend
is not required for purposes of the Act or (ii) reasonably satisfactory evidence
or representations that the shares represented by such certificates are being or
have been transferred in a transaction made in conformity with the provisions of
Rule 145.


                                                Very truly yours,




                                      D - 3






                                                                         ANNEX E



                                 ARCH COAL, INC.
                            1997 STOCK INCENTIVE PLAN


                                    SECTION 1

                              STATEMENT OF PURPOSE

1.1.  The Arch  Coal,  Inc.  1997 Stock  Incentive  Plan (the  "Plan")  has been
established  by Arch Mineral  Corporation,  which  pursuant to the Agreement and
Plan of Merger by and between the Company and Ashland Coal,  Inc.,  et. al, will
change its name to Arch Coal, Inc., to become effective at the Effective Time as
defined herein in order to:

      (a) attract and retain executive, managerial and other salaried employees;

      (b) motivate participating  employees, by means of appropriate incentives,
to achieve long-range goals;

      (c) provide incentive compensation opportunities that are competitive with
those of other major corporations; and

      (d) further identify a Participant's interests with those of the Company's
other  stockholders  through  compensation  based on the Company's common stock;
thereby  promoting  the  long-term  financial  interest  of the  Company and its
Related  Companies,  including the growth in value of the  Company's  equity and
enhancement of long-term stockholder return.

                                    SECTION 2

                                   DEFINITIONS

2.1. Unless the context indicates otherwise,  the following terms shall have the
meaning set forth below:

      (a) ACQUIRING CORPORATION. The term "Acquiring Corporation" shall mean the
surviving,  continuing successor or purchasing  corporation in an acquisition or
merger with the Company in which the Company is not the surviving corporation.

      (b) AWARD. The term "Award" shall mean any award or benefit granted to any
Participant under the Plan, including, without limitation, the grant of Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance



                                      E - 1






Stock,  Performance Units, Merit Awards, Phantom Stock Awards and Stock acquired
through purchase under Section 12.

      (c)  BOARD.  The term  "Board"  shall mean the Board of  Directors  of the
Company  acting as such but shall not include the Committee or other  committees
of the Board acting on behalf of the Board.

      (d) CAUSE.  The term "Cause" shall mean (a) the  continued  failure by the
Participant to  substantially  perform his or her duties with the Company (other
than any such failure  resulting  from his or her  incapacity due to physical or
mental  illness),  or (b) the engaging by the  Participant  in conduct  which is
demonstrably and materially injurious to the Company, monetarily or otherwise.

      (e)  CHANGE IN  CONTROL.  A "Change  in  Control"  shall  mean a change in
control  of the  Company  of a nature  that  would be  required  to be  reported
(assuming  such event has not been  "previously  reported")  in response to Item
1(a) of a Current  Report on Form 8-K  pursuant  to  Section  13 or 15(d) of the
Exchange Act as in effect on the date this Plan is approved by the  shareholders
of the Company;  provided  that,  without  limitation,  such a Change in Control
shall be  deemed  to have  occurred  (1) upon the  approval  of the Board (or if
approval of the Board is not  required as a matter of law, the  shareholders  of
the  Company)  of (A) any  consolidation  or merger of the  Company in which the
Company is not the  continuing  or  surviving  corporation  or pursuant to which
shares of Stock would be  converted  into cash,  securities  or other  property,
other than a merger in which the holders of the Stock  immediately  prior to the
merger will have more than 50% of the ownership of common stock of the surviving
corporation immediately after the merger, (B) any sale, lease, exchange or other
transfer  (in one  transaction  or a series of related  transactions)  of all or
substantially  all of the assets of the Company,  or (C) adoption of any plan or
proposal for the  liquidation  or  dissolution  of the Company,  or (2) when any
"person"  (as  defined  in  Section  13(d) of the  Exchange  Act),  other than a
Significant  Stockholder,  or any subsidiary of the Company or employee  benefit
plan or trust maintained by the Company or any of its subsidiaries, shall become
the  "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
directly or indirectly,  of more than 20% of the Stock  outstanding at the time,
without the prior approval of the Board.

      (f) CODE.  The term "Code"  means the Internal  Revenue  Code of 1986,  as
amended. A reference to any provision of the Code shall include reference to any
successor provision of the Code.

      (g)  COMMITTEE.  The term  "Committee"  means the  committee  of the Board
selected in accordance with the provisions of Subsection 4.2.



                                      E - 2







      (h)  COMPANY.  The term  "Company"  means  Arch  Coal,  Inc.,  a  Delaware
corporation,  which  prior  to the  Effective  Date was  known  as Arch  Mineral
Corporation.

      (i) DATE OF TERMINATION.  A Participant's  "Date of Termination"  shall be
the date on which his or her employment with all Employers and Related Companies
terminates  for any reason;  provided  that for  purposes  of this Plan only,  a
Participant's  employment  shall not be deemed to be  terminated  by reason of a
transfer of the Participant between the Company and a Related Company (including
Employers) or between two Related Companies (including  Employers);  and further
provided that a Participant's  employment shall not be considered  terminated by
reason of the  Participant's  leave of  absence  from an  Employer  or a Related
Company that is approved in advance by the Participant's Employer.

      (j)  DISABILITY.   Except  as  otherwise  provided  by  the  Committee,  a
Participant  shall be  considered  to have a  "Disability"  during the period in
which he or she is  unable,  by reason of a  medically  determined  physical  or
mental  impairment,  to carry  out his or her  duties  with an  Employer,  which
condition, in the discretion of the Committee, shall generally be an event which
qualifies as a "long term  disability"  under  applicable  long term  disability
benefit programs of the Company.

      (k) EFFECTIVE  DATE. The term  "Effective  Date" shall mean the "Effective
Time" of the "Merger"  under the  Agreement and Plan of Merger dated as of April
4, 1997, among the Company, Ashland Coal, Inc., and AMC Merger Corporation.

      (l) EMPLOYEE.  The term "Employee"  shall mean a person with an employment
relationship with an Employer.

      (m) EMPLOYER.  The Company and each Subsidiary  which, with the consent of
the Company,  participates in the Plan for the benefit of its eligible Employees
are  referred  to  collectively  as  the  "Employers"  and  individually  as  an
"Employer".

      (n) EXCHANGE ACT. The term "Exchange  Act" means the  Securities  Exchange
Act of 1934, as amended.

      (o) EXERCISE PRICE. The term "Exercise Price" means,  with respect to each
share of Stock  subject to an Option,  the price fixed by the Committee at which
such share may be  purchased  from the Company  pursuant to the exercise of such
Option, which price at no time may be less than 100% of the Fair Market Value of
the  Stock  on  the  date  the  Option  is  granted,  except  as  permitted  and
contemplated by Section 21 of the Plan.

      (p) FAIR MARKET  VALUE.  The "Fair Market Value" of the Stock on any given
date shall be the last sale price, regular



                                      E - 3






way,  or, in case no such sale  takes  place on such  date,  the  average of the
closing  bid and asked  prices,  regular  way,  of the Stock,  in either case as
reported in the principal consolidated transaction reporting system with respect
to securities  listed or admitted to trading on the NYSE or, if the Stock is not
listed  or  admitted  to  trading  on the NYSE,  as  reported  in the  principal
consolidated  transaction  reporting system with respect to securities listed on
the  principal  national  securities  exchange  on which  the Stock is listed or
admitted to trading or, if the Stock is not listed or admitted to trading on any
national securities exchange, the last quoted sale price on such date or, if not
so  quoted,   the  average  of  the  high  bid  and  low  asked  prices  in  the
over-the-counter market on such date, as reported by the National Association of
Securities Dealers,  Inc. Automated  Quotations System or such other system then
in  use,  or,  if on any  such  date  the  Stock  is  not  quoted  by  any  such
organization,  the average of the  closing bid and asked  prices on such date as
furnished by a  professional  market maker making a market in the Stock.  If the
Stock is not publicly held or so listed or publicly traded,  "Fair Market Value"
per share of Stock  shall  mean the Fair  Market  Value per share as  reasonably
determined by the Committee.

      (q) IMMEDIATE FAMILY. With respect to a particular  Participant,  the term
"Immediate  Family"  shall  mean,  whether  through  consanguinity  or  adoptive
relationships,  the Participant's spouse, children,  stepchildren,  siblings and
grandchildren.

      (r) INCENTIVE STOCK OPTION.  The term "Incentive  Stock Option" shall mean
any Incentive Stock Option granted under the Plan.

      (s) MERIT AWARD. The term "Merit Award" shall mean any Merit Award granted
under the Plan.

      (t) NON-EMPLOYEE  DIRECTOR. The term "Non-Employee Director " shall mean a
person who  qualifies as such under Rule  16b-3(b)(3)  under the Exchange Act or
any successor  provision,  and who also qualifies as an "outside director" under
Section 162(m) of the Code.

      (u)  NON-QUALIFIED  STOCK OPTION.  The term  "Non-qualified  Stock Option"
shall mean any Non-Qualified Stock Option granted under the Plan.

      (v) NYSE. The term "NYSE" refers to the New York Stock Exchange, Inc.

      (w) OPTION.  The term "Option"  shall mean any  Incentive  Stock Option or
Non-Qualified Stock Option granted under the Plan.



                                      E - 4







      (x)  PARTICIPANT.  The term  "Participant"  means an Employee who has been
granted an award under the Plan.

      (y)   PERFORMANCE-BASED   COMPENSATION.   The  term  "Performance-   Based
Compensation"  shall have the meaning ascribed to it in Section  162(m)(4)(C) of
the Code.

      (z)  PERFORMANCE  GOALS.  The term  "Performance  Goals"  means  the goals
established  by the  Committee  under an Award which,  if met,  will entitle the
Participant  to  payment  under  such  Award and will  qualify  such  payment as
"Performance-Based   Compensation"   as  that  term  is  used  in  Code  Section
162(m)(4)(C).  Such  goals  will be  based  upon  one or  more of the  following
business criteria: net income;  earnings per share; earnings before interest and
taxes ("EBIT"); earnings before interest, taxes, depreciation,  and amortization
("EBITDA");  debt reduction;  safety;  return on investment;  operating  income;
operating ratio; cash flow;  return on assets;  stockholders'  return;  revenue;
return on equity;  economic  value added  (EVAr);  operating  costs;  sales;  or
compliance with Company policies.

      (aa)  PERFORMANCE  PERIOD.  The term  "Performance  Period" shall mean the
period over which applicable performance is to be measured.

      (bb)  PERFORMANCE  STOCK.  The term  "Performance  Stock"  shall  have the
meaning ascribed to it in Section 10 of the Plan.

      (cc)  PERFORMANCE  UNITS.  The term  "Performance  Units"  shall  have the
meaning ascribed to it in Section 11 of the Plan.

      (dd) PHANTOM STOCK AWARD.  The term  "Phantom  Stock Award" shall mean any
Phantom Stock Award granted under the Plan.

      (ee) PLAN.  The term  "Plan"  shall mean this Arch Coal,  Inc.  1997 Stock
Incentive Plan as the same may be from time to time amended or revised.

      (ff) QUALIFIED RETIREMENT PLAN. The term "Qualified Retirement Plan" means
any plan of an Employer or a Related  Company  that is intended to be  qualified
under Section 401(a) of the Code.

      (gg) RELATED COMPANIES. The term "Related Companies' means any Significant
Stockholder and their  subsidiaries;  and any other company during any period in
which it is a  Subsidiary  or a division of the  Company,  including  any entity
acquired by, or merged with or into, the Company or a Subsidiary.

      (hh) RESTRICTED PERIOD. The term "Restricted Period" shall mean the period
of time for which  shares of  Restricted  Stock or  Restricted  Stock  Units are
subject to forfeiture pursuant to the



                                      E - 5






Plan or during which Options and Stock Appreciation Rights are not exercisable.

      (ii) RESTRICTED STOCK. The term "Restricted  Stock" shall have the meaning
ascribed to it in Section 8 of the Plan.

      (jj) RESTRICTED STOCK UNITS. The term "Restricted  Stock Units" shall have
the meaning ascribed to it in Section 9 of the Plan.

      (kk) RETIREMENT.  "Retirement" of a Participant  shall mean the occurrence
of a Participant's Date of Termination under  circumstances that constitute such
Participant's  retirement at normal or early  retirement  age under the terms of
the Qualified Retirement Plan of Participant's  Employer that is extended to the
Participant immediately prior to the Participant's Date of Termination or, if no
such plan is  extended  to the  Participant  on his or her Date of  Termination,
under  the  terms  of any  applicable  retirement  policy  of the  Participant's
Employer.

      (ll) SEC. "SEC" means the Securities and Exchange Commission.

      (mm) SIGNIFICANT  STOCKHOLDER.  The term "Significant  Stockholder"  shall
mean any  shareholder  of the Company who,  immediately  prior to the  Effective
Date, owned more than 5% of the common stock of the Company.

      (nn) STOCK.  The term "Stock" shall mean shares of common stock,  $.01 par
value per share, of the Company.

      (oo) STOCK APPRECIATION RIGHTS. The term "Stock Appreciation Rights" shall
mean any Stock Appreciation Right granted under the Plan.

      (pp) SUBSIDIARY.  The term  "Subsidiary"  shall mean any present or future
subsidiary  corporation  of the  Company  within  the  meaning  of Code  Section
424((f).

      (qq) TAX DATE.  The term "Tax Date" shall mean the date a withholding  tax
obligation arises with respect to an Award.

                                    SECTION 3

                                   ELIGIBILITY

3.1.  Subject to the discretion of the Committee and the terms and conditions of
the Plan,  the Committee  shall  determine and designate  from time to time, the
Employees or other persons as contemplated by Section 21 of the Plan who will be
granted one or more Awards under the Plan.




                                      E - 6






                                    SECTION 4

                          OPERATION AND ADMINISTRATION

4.1. The Plan has been adopted by the Board on __________, 1997, effective as of
the Effective Date,  subject to the further  approval of the shareholders of the
Company. In addition, if the Plan is approved by the shareholders, to the extent
required pursuant to Section 162(m) of the Code, it or any part thereof shall be
resubmitted to shareholders  for reapproval at the first  shareholders'  meeting
that occurs during the fifth year following the year of the initial approval and
thereafter at five year  intervals,  in each case, as may be required to qualify
any  Award  hereunder  as  Performance-Based  Compensation.  The  Plan  shall be
unlimited  in  duration  and remain in effect  until  termination  by the Board;
provided  however,  that no Incentive Stock Option may be granted under the Plan
after __________, 2007.

4.2. The Plan shall be  administered by the Committee which shall consist of two
or more members of the Board who are Non-Employee  Directors.  Plenary authority
to manage and  control the  operation  and  administration  of the Plan shall be
vested in the Committee, which authority shall include, but shall not be limited
to:

      (a) Subject to the provisions of the Plan, the authority and discretion to
select  Employees to receive Awards,  to determine the time or times of receipt,
to determine the types of Awards and the number of shares covered by the Awards,
to establish the terms,  conditions,  performance  criteria,  restrictions,  and
other  provisions  of such  Awards.  In making  such Award  determinations,  the
Committee  may  take  into  account  the  nature  of  services  rendered  by the
respective  Employee,  his or her  present  and  potential  contribution  to the
Company's success and such other factors as the Committee deems relevant.

      (b) Subject to the provisions of the Plan, the authority and discretion to
determine  the  extent to which  Awards  under the Plan  will be  structured  to
conform to the  requirements  applicable to  Performance-Based  Compensation  as
described  in Code  Section  162(m),  and to take such  action,  establish  such
procedures,  and impose such restrictions at the time such awards are granted as
the  Committee  determines  to be  necessary or  appropriate  to conform to such
requirements.

      (c) The  authority  and  discretion  to interpret  the Plan and the Awards
granted  under  the  Plan,  to  establish,  amend  and  rescind  any  rules  and
regulations  relating to the Plan, to determine the terms and  provisions of any
agreements made pursuant to the Plan, to make all other  determinations  that it
deems necessary or advisable for the  administration  of the Plan and to correct
any defect or supply any omission or reconcile any  inconsistency in the Plan or
in any Award, in each case, in the



                                      E - 7






manner and to the extent the Committee  deems necessary or advisable to carry it
into effect.

4.3. Any interpretation of the Plan by the Committee and any decision made by it
under the Plan shall be final and binding on all persons.  The express  grant in
the Plan of any  specific  power to the  Committee  shall  not be  construed  as
limiting any power or authority of the Committee. Provided, however, that except
as otherwise  permitted under Treasury Regulation 1.162-  27(e)(2)(iii)(C),  the
Committee  may not increase  any Award once made if payment  under such Award is
intended to constitute Performance-Based Compensation.

4.4. The Committee  may only act at a meeting by unanimous  consent if comprised
of two members, and otherwise by a majority of its members. Any determination of
the Committee may be made without a meeting by the unanimous  written consent of
its members. In addition, the Committee may authorize one or more of its members
or any officer of an Employer to execute and deliver documents and perform other
administrative acts pursuant to the Plan.

4.5. No member or authorized  delegate of the  Committee  shall be liable to any
person for any action taken or omitted in connection with the  administration of
the Plan unless  attributable to his or her own fraud or gross  misconduct.  The
Committee,  the individual members thereof, and persons acting as the authorized
delegates of the Committee under the Plan, shall be indemnified by the Employers
against any and all  liabilities,  losses,  costs and expenses  (including legal
fees and  expenses)  of  whatsoever  kind and nature  which may be  imposed  on,
incurred by, or asserted  against,  the  Committee or its members or  authorized
delegates by reason of the performance of any action pursuant to the Plan if the
Committee  or its  members  or  authorized  delegates  did  not  act in  willful
violation of the law or regulation  under which such  liability,  loss,  cost or
expense arises. This indemnification  shall not duplicate but may supplement any
coverage  available  under any applicable  insurance  policy,  contract with the
indemnitee or the Company's By-laws.

4.6.  Notwithstanding  any  other  provision  of the Plan to the  contrary,  but
without  giving effect to Awards made pursuant to Section 21, the maximum number
of shares of Stock with respect to which any  Participant  may receive any Award
of an Option or a Stock  Appreciation  Right under the Plan during any  calendar
year is [ ]; the maximum number of shares with respect to which any  Participant
may receive  Awards of  Restricted  Stock during any  calendar  year is [ ]; the
maximum number of shares with respect to which any Participant may receive Merit
Awards  during any calendar  year is [ ]; and the maximum  number of shares with
respect to which any  Participant  may receive  other Awards during any calendar
year is [ ].



                                      E - 8







4.7.  To the  extent  that the  Committee  determines  that it is  necessary  or
desirable to conform any Awards under the Plan with the requirements  applicable
to  "Performance-Based  Compensation",  as that  term  is  used in Code  Section
162(m)(4)(C),  it may,  at or prior to the time an Award is  granted,  establish
Performance  Goals  for  a  particular  Performance  Period.  If  the  Committee
establishes Performance Goals for a Performance Period, it may approve a payment
from that particular Performance Period upon attainment of the Performance Goal.

                                    SECTION 5

                         SHARES AVAILABLE UNDER THE PLAN

5.1. The shares of Stock with respect to which Awards may be made under the Plan
shall be shares of currently authorized but unissued or treasury shares acquired
by the  Company,  including  shares  purchased  in the open market or in private
transactions.  Subject  to the  provisions  of Section  16, the total  number of
shares of Stock  available  for grant of Awards  shall not  exceed  six  million
(6,000,000)  shares of Stock.  Except as otherwise provided herein, if any Award
shall expire or terminate for any reason  without having been exercised in full,
the  unissued  shares of Stock  subject  thereto  (whether  or not cash or other
consideration is paid in respect of such Award) shall again be available for the
purposes  of the Plan.  Any  shares of Stock  which are used as full or  partial
payment to the Company upon exercise of an Award shall be available for purposes
of the Plan.

                                    SECTION 6

                                     OPTIONS

6.1. The grant of an "Option"  under this Section 6 entitles the  Participant to
purchase shares of Stock at a price fixed at the time the Option is granted,  or
at a price  determined  under a method  established  at the time the  Option  is
granted,  subject to the terms of this  Section 6.  Options  granted  under this
Section 6 may be either Incentive Stock Options or Non-Qualified  Stock Options,
and subject to Subsection  6.6 and Sections 15 and 20, shall not be  exercisable
for at least six months from the date of grant,  as determined in the discretion
of the Committee.  An "Incentive  Stock Option" is an Option that is intended to
satisfy the requirements  applicable to an "incentive stock option" described in
Section  422(b) of the Code. A  "Non-Qualified  Option" is an Option that is not
intended to be an "incentive  stock option" as that term is described in Section
422(b) of the Code.

6.2.  The  Committee  shall  designate  the  Employees to whom Options are to be
granted  under this Section 6 and shall  determine the number of shares of Stock
to be subject to each such Option. To



                                      E - 9






the extent that the  aggregate  Fair Market Value of Stock with respect to which
Incentive  Stock Options are  exercisable  for the first time by any  individual
during  any  calendar  year  (under  all plans of the  Company  and all  Related
Companies)  exceeds  $100,000,  such Options  shall be treated as  Non-Qualified
Stock Options, but only to the extent required by Section 422 of the Code.

6.3. The  determination  and payment of the  purchase  price of a share of Stock
under each Option  granted  under this Section shall be subject to the following
terms of this Subsection 6.3:

      (a) The purchase  price shall be  established by the Committee or shall be
determined  by a method  established  by the Committee at the time the Option is
granted;  provided,  however, that in no event shall the price per share be less
than  the Fair  Market  Value  per  share on the  date of the  grant  except  as
otherwise permitted by Section 21 of the Plan;

      (b) The full  purchase  price of each  share of Stock  purchased  upon the
exercise of any Option shall be paid at the time of such  exercise  and, as soon
as practicable  thereafter,  a certificate  representing the shares so purchased
shall be delivered to the person entitled thereto; and

      (c) The  purchase  price shall be paid either in cash,  in shares of Stock
(valued at Fair Market Value as of the day of  exercise),  through a combination
of cash and Stock (so valued) or through such cashless  exercise  arrangement as
may be approved by the Committee and  established by the Company,  provided that
any shares of Stock used for  payment  shall have been owned by the  Participant
for at least six (6) months.

6.4. Except as otherwise expressly provided in the Plan, an Option granted under
this Section 6 shall be  exercisable in accordance  with the following  terms of
this Subsection 6.4.

      (a) The terms and  conditions  relating to exercise of an Option  shall be
established by the Committee,  and may include,  without limitation,  conditions
relating  to  completion  of a  specified  period  of  service,  achievement  of
performance  standards prior to exercise of the Option,  or achievement of Stock
ownership  objectives  by the  Participant.  No  Option  may be  exercised  by a
Participant after the expiration date applicable to that Option.

      (b)  The  exercise  of an  Option  will  result  in the  surrender  of the
corresponding rights under a tandem Stock Appreciation Right, if any.

6.5. The exercise  period of any Option shall be determined by the Committee but
the term of any Option  shall not extend  more than ten years  after the date of
grant.



                                     E - 10







                                    SECTION 7

                            STOCK APPRECIATION RIGHTS

7.1. Subject to the terms of this Section 7, a Stock  Appreciation Right granted
under  the Plan  entitles  the  Participant  to  receive,  in cash or Stock  (as
determined in accordance with Subsection  7.4),  value equal to all or a portion
of the excess of: (a) the Fair Market  Value of a specified  number of shares of
Stock at the time of  exercise;  over (b) a  specified  price which shall not be
less  than  100% of the Fair  Market  Value of the  Stock at the time the  Stock
Appreciation  Right is  granted,  or, if granted in tandem  with an Option,  the
exercise price with respect to shares under the tandem Option.

7.2.  Subject to the provisions of the Plan, the Committee  shall  designate the
Employees to whom Stock  Appreciation  Rights are to be granted  under the Plan,
shall  determine  the  exercise  price or a method by which  the price  shall be
established  with  respect  to each such  Stock  Appreciation  Right,  and shall
determine the number of shares of Stock on which each Stock  Appreciation  Right
is based. A Stock  Appreciation  Right may be granted in connection  with all or
any  portion  of a  previously  or  contemporaneously  granted  Option or not in
connection  with  an  Option.  If a  Stock  Appreciation  Right  is  granted  in
connection  with an Option then, in the discretion of the  Committee,  the Stock
Appreciation Right may, but need not, be granted in tandem with the Option.

7.3.  The exercise of Stock Appreciation Rights shall be subject
to the following:

      (a) If a Stock  Appreciation  Right is not in tandem with an Option,  then
the Stock  Appreciation  Right shall be exercisable in accordance with the terms
established  by the  Committee in  connection  with such rights but,  subject to
Sections  15 and 20,  shall not be  exercisable  for six months from the date of
grant and the term of any Stock  Appreciation  Right  shall not extend more than
ten  years  from  the  date of  grant;  and  may  include,  without  limitation,
conditions relating to completion of a specified period of service,  achievement
of performance  standards prior to exercise of the Stock Appreciation Rights, or
achievement of objectives relating to Stock ownership by the Participant; and

      (b) If a Stock  Appreciation  Right is in tandem with an Option,  then the
Stock Appreciation Right shall be exercisable only at the time the tandem Option
is exercisable and the exercise of the Stock  Appreciation  Right will result in
the surrender of the corresponding rights under the tandem Option.




                                     E - 11






7.4.  Upon  the  exercise  of a  Stock  Appreciation  Right,  the  value  to  be
distributed to the  Participant,  in accordance  with  Subsection  7.1, shall be
distributed in shares of Stock (valued at their Fair Market Value at the time of
exercise),  in cash, or in a combination  of Stock or cash, in the discretion of
the Committee.

                                    SECTION 8

                                RESTRICTED STOCK

8.1.  Subject to the terms of this Section 8, Restricted  Stock Awards under the
Plan are  grants of Stock to  Participants,  the  vesting of which is subject to
certain  conditions  established  by the  Committee,  with  some or all of those
conditions  relating to events (such as continued  employment or satisfaction of
performance  criteria)  occurring  after  the date of the  grant  of the  Award,
provided,  however,  that to the extent that vesting of a Restricted Stock Award
is  contingent on continued  employment,  the required  employment  period shall
generally  (unless  otherwise  determined by the Committee) not be less than one
year following the grant of the Award unless such grant is in  substitution  for
an Award  under  this Plan or a  predecessor  plan of the  Company  or a Related
Company.  To the extent, if any, required by the General  Corporation Law of the
State of Delaware, a Participant's receipt of an Award of newly issued shares of
Restricted  Stock  shall be made  subject to payment  by the  Participant  of an
amount equal to the aggregate par value of such newly issued shares of Stock.

8.2. The Committee shall designate the Employees to whom Restricted  Stock is to
be  granted,  and the  number of shares of Stock  that are  subject to each such
Award.  The Award of shares  under this  Section 8 may, but need not, be made in
conjunction with a cash-based  incentive  compensation program maintained by the
Company,  and may, but need not, be in lieu of cash  otherwise  awardable  under
such program.

8.3. Shares of Restricted Stock granted to Participants  under the Plan shall be
subject to the following terms and conditions:

      (a) Restricted  Stock granted to Participants  may not be sold,  assigned,
transferred, pledged or otherwise encumbered during the Restricted Period;

      (b) The Participant as owner of such shares shall have all the rights of a
stockholder,  including  but not  limited to the right to vote such  shares and,
except as otherwise  provided by the  Committee or as otherwise  provided by the
Plan,  the right to receive all dividends and other  distributions  paid on such
shares;




                                     E - 12






      (c) Each  certificate  issued in  respect  of shares of  Restricted  Stock
granted under the Plan shall be registered in the name of the  Participant  but,
at the discretion of the Committee,  each such certificate may be deposited with
the Company with a stock power endorsed in blank or in a bank  designated by the
Committee;

      (d)  The  Committee  may  award  Restricted  Stock  as   Performance-Based
Compensation,  which shall be Restricted Stock that will be earned (or for which
earning is accelerated) upon the achievement of Performance Goals established by
the  Committee  and the  Committee may specify the number of shares that will be
earned upon achievement of different levels of performance;  except as otherwise
provided by the Committee, achievement of maximum targets during the Performance
Period  shall  result  in the  Participant's  earning  of  the  full  amount  of
Restricted  Stock  comprising such  Performance-Based  Compensation  and, in the
discretion of the Committee, achievement of the minimum target but less than the
maximum  target,  the  Committee  may result in the  Participant's  earning of a
portion of the Award; and

      (e) Except as otherwise  provided by the Committee,  any Restricted  Stock
which is not earned by the end of a Restricted Period or Performance  Period, as
the case may be, shall be  forfeited.  If a  Participant's  Date of  Termination
occurs prior to the end of a Restricted  Period or  Performance  Period,  as the
case may be, the  Committee  may  determine,  in its sole  discretion,  that the
Participant  will  be  entitled  to  settlement  of all or  any  portion  of the
Restricted  Stock as to which he or she would  otherwise  be  eligible,  and may
accelerate  the  determination  of the value and  settlement of such  Restricted
Stock or make such other  adjustments as the Committee,  in its sole discretion,
deems  desirable.  Subject  to the  limitations  of the  Plan  and the  Award of
Restricted  Stock,  upon the vesting of Restricted  Stock, such Restricted Stock
will be transferred  free of all  restrictions to the Participant (or his or her
legal representative, beneficiary or heir).

                                    SECTION 9

                             RESTRICTED STOCK UNITS

9.1.  Subject to the terms of this Section 9, a Restricted Stock Unit entitles a
Participant to receive shares for the units at the end of a Restricted Period to
the extent provided by the Award with the vesting of such units to be contingent
upon such  conditions as may be established by the Committee  (such as continued
employment or satisfaction of performance  criteria) occurring after the date of
grant of the Award, provided,  however, that to the extent that the vesting of a
Restricted  Stock Unit is  contingent  on  continued  employment,  the  required
employment period shall generally not be less than one year



                                     E - 13






following  the date of grant of the Award  unless such grant is in  substitution
for an Award under this Plan or a  predecessor  plan of the Company or a Related
Company.  The Award of Restricted Stock Units under this Section 9 may, but need
not, be made in conjunction  with a cash-based  incentive  compensation  program
maintained by the Company,  and may, but need not, be in lieu of cash  otherwise
awardable under such program.

9.2. The Committee shall designate the Employees to whom Restricted  Stock Units
shall be granted  and the number of units that are  subject to each such  Award.
During any period in which  Restricted  Stock Units are outstanding and have not
been  settled  in  Stock,  the  Participant  shall  not  have  the  rights  of a
stockholder,  but, in the discretion of the Committee,  may be granted the right
to receive a payment  from the Company in lieu of a dividend in an amount  equal
to any cash dividends that might be paid during the Restricted Period.

9.3 Except as otherwise  provided by the Committee,  any  Restricted  Stock Unit
which is not earned by the end of a Restricted  Period shall be forfeited.  If a
Participant's  Date of  Termination  occurs  prior  to the  end of a  Restricted
Period,  the  Committee,  in  its  sole  discretion,   may  determine  that  the
Participant  will be entitled to settlement of all, any portion,  or none of the
Restricted  Stock Units as to which he or she would  otherwise be eligible,  and
may accelerate the  determination of the value and settlement of such Restricted
Stock  Units  or make  such  other  adjustments  as the  Committee,  in its sole
discretion, deems desirable.

                                   SECTION 10

                                PERFORMANCE STOCK

10.1.  Subject to the terms of this  Section 10, an Award of  Performance  Stock
provides for the  distribution of Stock to a Participant upon the achievement of
performance objectives,  which may include Performance Goals, established by the
Committee.

10.2. The Committee  shall designate the Employees to whom Awards of Performance
Stock are to be  granted,  and the number of shares of Stock that are subject to
each such Award. The Award of shares of Performance  Stock under this Section 10
may,  but  need  not,  be  made  in  conjunction  with  a  cash-based  incentive
compensation  program  maintained  by the Company,  and may, but need not, be in
lieu of cash otherwise awardable under such program.

10.3.  Except as otherwise  provided by the Committee,  any Award of Performance
Stock  which  is not  earned  by the  end of the  Performance  Period  shall  be
forfeited.  If a Participant's  Date of Termination occurs prior to the end of a
Performance  Period, the Committee,  in its sole discretion,  may determine that
the



                                     E - 14






Participant  will be entitled to settlement of all, any portion,  or none of the
Performance  Stock as to which he or she would  otherwise be  eligible,  and may
accelerate the  determination  of the value and  settlement of such  Performance
Stock or make such other  adjustments as the Committee,  in its sole discretion,
deems desirable.

                                   SECTION 11

                                PERFORMANCE UNITS

11.1.  Subject to the terms of this Section 11, the Award of  Performance  Units
under the Plan  entitles the  Participant  to receive value for the units at the
end of a Performance  Period to the extent provided under the Award.  The number
of Performance Units earned, and value received from them, will be contingent on
the degree to which the performance measures established at the time of grant of
the Award are met.

11.2. The Committee shall designate the Employees to whom Performance  Units are
to be granted,  and the number of  Performance  Units to be subject to each such
Award.

11.3.  For  each  Participant,   the  Committee  will  determine  the  value  of
Performance  Units,  which may be stated either in cash or in units representing
shares of Stock;  the  performance  measures  used for  determining  whether the
Performance  Units  are  earned;   the  Performance   Period  during  which  the
performance   measures  will  apply;  the  relationship  between  the  level  of
achievement  of the  performance  measures  and the degree to which  Performance
Units are earned;  whether, during or after the Performance Period, any revision
to the  performance  measures or  Performance  Period  should be made to reflect
significant events or changes that occur during the Performance  Period; and the
number of earned Performance Units that will be settled in cash and/or shares of
Stock.

11.4. Settlement of Performance Units shall be subject to the following:

      (a) The Committee will compare the actual  performance to the  performance
measures  established  for the  Performance  Period and  determine the number of
Performance Units as to which settlement is to be made;

      (b) Settlement of Performance Units earned shall be wholly in cash, wholly
in Stock or in a  combination  of the two,  to be  distributed  in a lump sum or
installments, as determined by the Committee; and

      (c) Shares of Stock  distributed in settlement of Performance  Units shall
be subject to such vesting requirements



                                     E - 15






and other  conditions,  if any, as the  Committee  shall  determine,  including,
without limitation, restrictions of the type that may be imposed with respect to
Restricted Stock under Section 8.

11.5.  Except as otherwise  provided by the Committee,  any Award of Performance
Units  which  is not  earned  by the  end of the  Performance  Period  shall  be
forfeited.  If a Participant's  Date of Termination occurs prior to the end of a
Performance  Period, the Committee,  in its sole discretion,  may determine that
the Participant  will be entitled to settlement of all, any portion,  or none of
the Performance Units as to which he or she would otherwise be eligible, and may
accelerate the  determination  of the value and  settlement of such  Performance
Units or make such other  adjustments as the Committee,  in its sole discretion,
deems desirable.

                                   SECTION 12

                             STOCK PURCHASE PROGRAM

12.1. The Committee may, from time to time, establish one or more programs under
which  Employees  will be permitted to purchase  shares of Stock under the Plan,
and shall  designate  the  Employees  eligible to  participate  under such Stock
purchase  programs.  The purchase price for shares of Stock available under such
programs, and other terms and conditions of such programs,  shall be established
by the Committee. The purchase price may not be less than 75% of the Fair Market
Value of the Stock at the time of purchase (or, in the  Committee's  discretion,
the average Stock value over a period determined by the Committee),  and further
provided that if newly issued shares of Stock are sold,  the purchase  price may
not be less than the aggregate par value of such newly issued shares of Stock.

12.2.  The  Committee  may  impose  such  restrictions  with  respect  to shares
purchased  under this  Section  12, as the  Committee,  in its sole  discretion,
determines to be appropriate. Such restrictions may include, without limitation,
restrictions  of the type that may be imposed with respect to  Restricted  Stock
under Section 8.

                                   SECTION 13

                                  MERIT AWARDS

13.1.  The Committee may from time to time make an Award of Stock under the Plan
to selected Employees for such reasons and in such amounts as the Committee,  in
its sole discretion,  may determine. The consideration to be paid by an Employee
for any such Merit Award,  if any,  shall be fixed by the Committee from time to
time, but, if required by the General  Corporation Law of the State of Delaware,
it shall not be less than the aggregate par value of the shares of Stock awarded
to him or her.



                                     E - 16







                                   SECTION 14

                              PHANTOM STOCK AWARDS

14.1.  The Committee may make Phantom Stock Awards to selected  Employees  which
may be based solely on the value of the  underlying  shares of Stock,  solely on
any earnings or appreciation  thereon, or both. Subject to the provisions of the
Plan, the Committee shall have the sole and complete  authority to determine the
number of  hypothetical  or target  shares as to which each such  Phantom  Stock
Award is subject and to determine the terms and  conditions of each such Phantom
Stock Award.  There may be more than one Phantom Stock Award in existence at any
one time with respect to a selected  Employee,  and the terms and  conditions of
each such Phantom Stock Award may differ from each other.

14.2. The Committee  shall  establish  vesting or performance  measures for each
Phantom  Stock  Award  on the  basis of such  criteria  and to  accomplish  such
objectives  as the  Committee  may from  time to time,  in its sole  discretion,
determine.  Such  measures  may be  based  on years of  service  or  periods  of
employment,   or  the   achievement  of  individual  or  corporate   performance
objectives,  but  shall,  in each  instance,  be  based  upon one or more of the
business  criteria  as  determined  pursuant  to Section  4.7.  The  vesting and
performance  measures  determined by the Committee  shall be  established at the
time a  Phantom  Stock  Award is made.  Phantom  Stock  Awards  may not be sold,
assigned,  transferred,  pledged, or otherwise encumbered, except as provided in
Section 17, during the Performance Period.

14.3.  The Committee  shall  determine,  in its sole  discretion,  the manner of
payment,  which may include cash or shares of Stock in such  proportions  as the
Committee shall determine.

14.4. Except as otherwise provided by the Committee,  any Award of Phantom Stock
which is not earned by the end of the Performance Period shall be forfeited.  If
a  Participant's  Date of  Termination  occurs prior to the end of a Performance
Period,  the  Committee,  in  its  sole  discretion,   may  determine  that  the
Participant  will be entitled to  settlement  of all or a portion of the Phantom
Stock for which he or she would  otherwise be eligible,  and may  accelerate the
determination  of the value and  settlement  of Phantom Stock or make such other
adjustment as the Committee, in its sole discretion, deems desirable.

                                   SECTION 15

                            TERMINATION OF EMPLOYMENT

15.1. If a Participant's  employment is terminated by the Participant's Employer
for Cause or if the  Participant's  employment is terminated by the  Participant
without the written



                                     E - 17






consent and approval of the  Participant's  Employer,  all of the  Participant's
unvested Awards, including any unexercised Options, shall be forfeited.

15.2.  If a  Participant's  Date of  Termination  occurs  by  reason  of  death,
Disability or Retirement,  all Options and Stock Appreciation Rights outstanding
immediately  prior to the  Participant's  Date of Termination  shall immediately
become   exercisable   and  shall  be  exercisable   until  one  year  from  the
Participant's  Date of  Termination  and  thereafter  shall be  forfeited if not
exercised,  and all restrictions on any Awards outstanding  immediately prior to
the Participant's Date of Termination shall immediately lapse. Options and Stock
Appreciation   Rights  which  are  or  become  exercisable  at  the  time  of  a
Participant's death may be exercised by the Participant's designated beneficiary
or, in the absence of such designation,  by the person to whom the Participant's
rights will pass by will or the laws of descent and distribution.

15.3. If a Participant's  Date of Termination  occurs by reason of Participant's
employment being terminated by the  Participant's  Employer for any reason other
than Cause, or by the  Participant  with the written consent and approval of the
Participant's Employer, the Restricted Period shall lapse on a proportion of any
Awards  outstanding  immediately prior to the Participant's  Date of Termination
(except that, to the extent that an Award of Restricted Stock,  Restricted Stock
Units,  Performance  Units,  Performance Stock and Phantom Stock is subject to a
Performance  Period),  such  proportion of the Award shall remain subject to the
same terms and  conditions  for  vesting as were in effect  prior to the Date of
Termination  and shall be determined at the end of the Performance  Period.  The
proportion of an Award upon which the  Restricted  Period shall lapse shall be a
fraction,  the  denominator  of which  is the  total  number  of  months  of any
Restricted  Period  applicable  to an Award  and the  numerator  of which is the
number of months of such  Restricted  Period which  elapsed prior to the Date of
Termination.

15.4. Options and Stock  Appreciation  Rights which are or become exercisable by
reason of the  Participant's  employment being  terminated by the  Participant's
Employer for reasons other than Cause or by the Participant with the consent and
approval of the Participant's Employer,  shall be exercisable until 60 days from
the  Participant's  Termination  Date and shall  thereafter  be forfeited if not
exercised.

15.5.  Except to the extent the  Company  shall  otherwise  determine,  if, as a
result  of a sale or other  transaction  (other  than a Change  in  Control),  a
Participant's  Employer  ceases to be a Related  Company (and the  Participant's
Employer  is or  becomes  an entity  that is  separate  from the  Company),  the
occurrence of such transaction shall be treated as the Participant's Date of



                                     E - 18






Termination  caused by the  Participant's  employment  being  terminated  by the
Participant's Employer for a reason other than Cause.

15.6. Notwithstanding the foregoing provisions of this Section 15, the Committee
may, with respect to any Awards of a Participant  (or portion  thereof) that are
outstanding   immediately  prior  to  the  Participant's  Date  of  Termination,
determine that a Participant's Date of Termination will not result in forfeiture
or other  termination  of the Award,  or may extend the period  during which any
Options or Stock Appreciation Rights may be exercised, but shall not extend such
period beyond the expiration date set forth in the Award.

                                   SECTION 16

                              ADJUSTMENTS TO SHARES

16.1. If the Company shall effect a reorganization, merger, or consolidation, or
similar event or effect any subdivision or  consolidation  of shares of Stock or
other capital readjustment,  payment of stock dividend,  stock split,  spin-off,
combination of shares or  recapitalization or other increase or reduction of the
number of shares of Stock outstanding without receiving compensation therefor in
money,  services or property,  then the Committee shall appropriately adjust (i)
the  number of  shares of Stock  available  under the Plan,  (ii) the  number of
shares of Stock  available under any individual or other  limitations  under the
Plan, (iii) the number of shares of Stock subject to outstanding Awards and (iv)
the  per-share  price  under  any  outstanding  Award  to the  extent  that  the
Participant  is required to pay a purchase  price per share with  respect to the
Award.

16.2. If the  Committee  determines  that an  adjustment in accordance  with the
provisions of Subsection 16.1 would not be fully consistent with the purposes of
the Plan or the purposes of the outstanding Awards under the Plan, the Committee
may  make  such  other  adjustments,  if  any,  that  the  Committee  reasonably
determines  are  consistent  with the  purposes of the Plan and/or the  affected
Awards.

16.3. To the extent that any reorganization,  merger, consolidation,  or similar
event or any  subdivision or  consolidation  of shares of Stock or other capital
readjustment,  payment of stock dividend, stock split, spin-off,  combination of
shares or  recapitalization  or other  increase  or  reduction  of the number of
shares of Stock  hereunder  is also  accompanied  by or  related  to a Change in
Control,  the  adjustment  hereunder  shall be made  prior  to the  acceleration
contemplated by Section 20.




                                     E - 19






                                   SECTION 17

                     TRANSFERABILITY AND DEFERRAL OF AWARDS

17.1.  Awards under the Plan are not transferable  except by will or by the laws
of descent and  distribution.  To the extent that a Participant  who receives an
Award  under the Plan has the right to  exercise  such  Award,  the Award may be
exercised  during  the  lifetime  of the  Participant  only by the  Participant.
Notwithstanding the foregoing  provisions of this Section 17, the Committee may,
subject to any  restrictions  under applicable  securities  laws,  permit Awards
under the Plan (other than an Incentive  Stock  Option) to be  transferred  by a
Participant  for no  consideration  to or for the  benefit of the  Participant's
Immediate Family (including, without limitation, to a trust for the benefit of a
Participant's  Immediate Family or to a Partnership  comprised solely of members
of the Participant's Immediate Family),  subject to such limits as the Committee
may establish,  provided the transferee shall remain subject to all of the terms
and conditions applicable to such Award prior to such transfer.

17.2.  The Committee may permit a Participant to elect to defer payment under an
Award under such terms and conditions as the Committee,  in its sole discretion,
may  determine;  provided that any such deferral  election must be made prior to
the time the Participant has become entitled to payment under the Award.

                                   SECTION 18

                                 AWARD AGREEMENT

18.1. Each Participant granted an Award pursuant to the Plan shall sign an Award
Agreement  which  signifies  the  offer  of the  Award  by the  Company  and the
acceptance of the Award by the  Participant in accordance  with the terms of the
Award and the  provisions of the Plan.  Each Award  Agreement  shall reflect the
terms and  conditions  of the Award.  Participation  in the Plan shall confer no
rights to continued  employment with an Employer nor shall it restrict the right
of an  Employer  to  terminate a  Participant's  employment  at any time for any
reason, not withstanding the fact that the Participant's  rights under this Plan
may be negatively affected by such action.

                                   SECTION 19

                                 TAX WITHHOLDING

19.1 All Awards and other  payments under the Plan are subject to withholding of
all applicable taxes, which withholding  obligations shall be satisfied (without
regard to whether the  Participant has transferred an Award under the Plan) by a
cash



                                     E - 20






remittance,  or with the  consent of the  Committee,  through the  surrender  of
shares  of Stock  which the  Participant  owns or to which  the  Participant  is
otherwise entitled under the Plan pursuant to an irrevocable  election submitted
by the Participant to the Company at the office designated for such purpose. The
number of shares of Stock  needed to be  submitted in payment of the taxes shall
be determined using the Fair Market Value as of the applicable tax date rounding
down to the nearest whole share.

                                   SECTION 20

                                CHANGE IN CONTROL

20.1.  After  giving  effect to the  provisions  of Section 16  (relating to the
adjustment of shares of Stock),  and except as otherwise provided in the Plan or
the Agreement  reflecting the applicable  Award, upon the occurrence of a Change
in Control:

      (a) All  outstanding  Options  (regardless of whether in tandem with Stock
Appreciation  Rights) shall become fully exercisable and may be exercised at any
time during the original term of the Option;

      (b) All outstanding Stock  Appreciation  Rights  (regardless of whether in
tandem with Options) shall become fully  exercisable and may be exercised at any
time during the original term of the Option;

      (c) All shares of Stock subject to Awards shall become fully vested and be
distributed to the Participant; and

      (d) Performance Units may be paid out in such manner and amounts as may be
reasonably determined by the Committee.

                                   SECTION 21

                              MERGERS/ACQUISITIONS

21.1. In the event of any merger or  acquisition  involving the Company and/or a
Subsidiary of the Company and another  entity which results in the Company being
the  survivor or the  surviving  direct or indirect  parent  corporation  of the
merged or acquired  entity,  the Committee may grant Awards under the provisions
of the Plan in substitution  for awards held by employees or former employees of
such other entity under any plan of such entity immediately prior to such merger
or  acquisition  upon  such  terms  and  conditions  as  the  Committee,  in its
discretion,  shall  determine  and as  otherwise  may be required by the Code to
ensure such  substitution  is not treated as the grant of a new Award for tax or
accounting purposes.




                                     E - 21





21.2. In the event of a merger or acquisition involving the Company in which the
Company is not the surviving corporation, the Acquiring Corporation shall either
assume  the  Company's  rights  and  obligations  under  outstanding  Awards  or
substitute  awards  under  the  Acquiring   Corporation's  plans,  or  if  none,
securities for such outstanding  Awards. In the event the Acquiring  Corporation
elects not to assume or  substitute  for such  outstanding  Awards,  and without
limiting  Section  20, the Board shall  provide  that any  unexercisable  and/or
unvested portion of the outstanding Awards shall be immediately  exercisable and
vested  as of a date  prior to such  merger  or  consolidation,  as the Board so
determines. The exercise and/or vesting of any Award that was permissible solely
by reason of this Section 21.2 shall be conditioned upon the consummation of the
merger or consolidation. Unless otherwise provided in the Plan or the Award, any
Awards which are neither  assumed by the Acquiring  Corporation nor exercised on
or prior to the date of the  transaction  shall  terminate  effective  as of the
effective date of the transaction.

                                   SECTION 22

                            TERMINATION AND AMENDMENT

22.1. The Board may suspend,  terminate, modify or amend the Plan, provided that
any amendment  that would (a) increase the  aggregate  number of shares of Stock
which may be issued under the Plan,  (b) would change the method of  determining
the exercise  price of Options,  other than to change the method of  determining
Fair Market  Value of Stock as set forth in Section  2.1(o) of the Plan,  or (c)
materially  modify the  requirements as to eligibility for  participation in the
Plan,  shall be subject to the approval of the  Company's  stockholders,  except
that  any  such  increase  or  modification  that may  result  from  adjustments
authorized  by  Section  16 does  not  require  such  approval.  No  suspension,
termination, modification or amendment of the Plan may terminate a Participant's
existing Award or materially and adversely  affect a Participant's  rights under
such Award without the Participant's consent.




                                     E - 22



                                                                     EXHIBIT 7.2

                                VOTING AGREEMENT
                                ----------------


            THIS  VOTING  AGREEMENT,  dated as of April 4, 1997,  by and between
Arch Mineral  Corporation.,  a Delaware corporation ("AMC"), and the stockholder
identified on the signature page hereof (the "Stockholder");

                                   WITNESSETH:

            WHEREAS, the Stockholder,  as of the date hereof, is the owner of or
has the sole right to vote the number of shares of Common Stock,  par value $.01
per share ("Common  Stock"),  Class B Preferred  Stock, par value $100 per share
("Class B Preferred  Stock") and/or Class C Preferred  Stock, par value $100 per
share  ("Class C Preferred  Stock" and,  together  with Common Stock and Class B
Preferred Stock,  "Capital Stock") of Ashland Coal, Inc., a Delaware corporation
(the  "Company"),  set forth below the name of the  Stockholder on the signature
page hereof (the "Shares"); and

            WHEREAS,  in  reliance  upon  the  execution  and  delivery  of this
Agreement,  AMC will enter into an Agreement and Plan of Merger, dated as of the
date  hereof  (the  "Merger  Agreement"),   with  the  Company  and  AMC  Merger
Corporation which provides,  among other things, that upon the terms and subject
to the conditions  thereof the Company will become a wholly owned  subsidiary of
AMC (the "Merger"); and

            WHEREAS,  to induce AMC to enter into the  Merger  Agreement  and to
incur the obligations  set forth therein,  the Stockholder is entering into this
Agreement  pursuant  to which  the  Stockholder  agrees  to vote in favor of the
Merger, and to make certain agreements with respect to the Shares upon the terms
and conditions set forth herein;

            NOW THEREFORE,  in  consideration of the foregoing and of the mutual
covenants  and  agreements  set forth  herein  and for other  good and  valuable
consideration,  the receipt and  adequacy of which is hereby  acknowledged,  the
parties hereto agree as follows:

            Section 1. VOTING OF SHARES;  PROXY. (a) The Stockholder agrees that
until the earlier of (i) the Effective Time (as defined in the Merger Agreement)
or (ii) the date on which the  Merger  Agreement  is  terminated  (the  earliest
thereof being hereinafter referred to as the "Expiration Date"), the Stockholder
shall vote all Shares owned by the  Stockholder  at any meeting of the Company's
stockholders (whether annual or special and whether or not an adjourned meeting)
for  adoption  and  approval  of  the  Merger  Agreement  and  the  transactions
contemplated  thereby,  including  the Merger as such  Merger  Agreement  may be
modified or amended from time to time. Any such vote shall be cast in 



accordance with such procedures relating thereto as shall ensure that it is duly
counted for purposes of determining that a quorum is present and for purposes of
recording the results of such vote or consent.

            (b) At the request of AMC, the  Stockholder,  in  furtherance of the
transactions  contemplated  hereby and by the Merger Agreement,  and in order to
secure the  performance by the  Stockholder of its duties under this  Agreement,
shall promptly  execute,  in accordance with the provisions of Section 212(e) of
the Delaware General  Corporation Law, and deliver to AMC, an irrevocable proxy,
substantially in the form of Annex A hereto, and irrevocably  appoint AMC or its
designees,  with full power of substitution,  its attorney and proxy to vote all
of the Shares  owned by the  Stockholder  in respect of any of the  matters  set
forth in, and in accordance with the provisions of Section 1(a). The Stockholder
acknowledges  that the proxy  executed and delivered by it shall be coupled with
an interest,  shall  constitute,  among other things,  an inducement  for AMC to
enter  into  the  Merger  Agreement,  shall  be  irrevocable  and  shall  not be
terminated by operation of law or upon the occurrence of any event.

            Section 2. COVENANTS OF THE  STOCKHOLDER. The Stockholder covenants 
and agrees for the benefit of AMC that,  until the Expiration  Date, it will:

            (a) not  sell,  transfer,  pledge,  hypothecate,  encumber,  assign,
      tender or otherwise dispose of, or other than as expressly contemplated by
      the Merger Agreement, enter into any contract, option or other arrangement
      or   understanding   with   respect   to  the  sale,   transfer,   pledge,
      hypothecation,  encumbrance,  assignment,  tender or other disposition of,
      any of the Shares owned by it or any interest therein; and

            (b) other than as  expressly  contemplated  by this  Agreement,  not
      grant any powers of  attorney  or proxies or consents in respect of any of
      the  Shares  owned by it,  deposit  any of the  Shares  owned by it into a
      voting  trust,  enter into a voting  agreement  with respect to any of the
      Shares owned by it or otherwise  restrict the ability of the holder of any
      of the  Shares  owned by it freely to  exercise  all  voting  rights  with
      respect thereto.

            Section  3.  COVENANTS  OF AMC.  AMC  covenants  and  agrees for the
benefit  of  the  Stockholder  that  (a)  immediately  upon  execution  of  this
Agreement,  it  shall  enter  into  the  Merger  Agreement,  and (b)  until  the
Expiration  Date, it shall use best efforts to take,  or cause to be taken,  all
action,  and do, or cause to be done, all things necessary or advisable in order
to consummate and make effective the transactions contemplated by this Agreement
and the Merger Agreement,  consistent with the terms and conditions of each such
Agreement;  PROVIDED, HOWEVER, that nothing in this Section 3, Section 12 or any
other  provision of 

                                       2


this  Agreement is intended,  nor shall it be construed,  to limit or in any way
restrict  AMC's right or ability to exercise  any of its rights under the Merger
Agreement.

            Section 4.  REPRESENTATIONS  AND WARRANTIES OF THE STOCKHOLDER.  The
Stockholder represents and warrants to AMC that: (a) the execution, delivery and
performance by the Stockholder of this Agreement will not conflict with, require
a consent,  waiver or approval under, or result in a breach of or default under,
any of the terms of any  contract,  commitment or other  obligation  (written or
oral) to which  the  Stockholder  is  bound;  (b) this  Agreement  has been duly
executed and delivered by the  Stockholder  and  constitutes a legal,  valid and
binding  obligation of the Stockholder,  enforceable  against the Stockholder in
accordance  with its terms;  (c) the Stockholder is the sole owner of or has the
sole right to vote the Shares  and the  Shares  represent  all shares of Capital
Stock which the  Stockholder  is the sole owner of or has the sole right to vote
at the date hereof, and the Stockholder does not have any right to acquire,  nor
is it the  "beneficial  owner" (as such term is defined in Rule 13d-3  under the
Securities  Exchange Act of 1934,  as amended) of, any other shares of any class
of  capital  stock  of  the  Company  or  any  securities  convertible  into  or
exchangeable  or exercisable for any shares of any class of capital stock of the
Company;  (d) the Stockholder has full right, power and authority to execute and
deliver this  Agreement and to perform its  obligations  hereunder;  and (e) the
Stockholder  owns the  Shares  free and  clear of all  liens,  claims,  pledges,
charges, proxies, restrictions,  encumbrances, proxies, voting trusts and voting
agreements of any nature whatsoever other than as provided by this Agreement and
other than the Restated  Shareholders  Agreement  among  Ashland  Inc.,  Carboex
International,  Ltd. and the Company dated  December 12, 1991, as amended August
6, 1993. The representations and warranties contained herein shall be made as of
the date  hereof and as of each day from the date hereof  through and  including
the Effective Time (as defined in the Merger Agreement).

            Section 5. ADJUSTMENTS;  ADDITIONAL  SHARES. In the event (a) of any
stock dividend,  stock split,  merger (other than the Merger)  recapitalization,
reclassification, conversion, combination, exchange of shares or the like of any
of the Capital  Stock of the Company on, of or affecting  the Shares or (b) that
the Stockholder  shall become the beneficial  owner of any additional  shares of
Capital Stock or other  securities  entitling the holder thereof to vote or give
consent  with  respect to the  matters set forth in Section 1, then the terms of
this Agreement  shall apply to the shares of Capital Stock or other  instruments
or documents held by the Stockholder  immediately following the effectiveness of
the events  described in clause (a) or the  Stockholder  becoming the beneficial
owner thereof as described in clause (b), as though,  in either case,  they were
Shares hereunder.

                                       3



            Section 6. SPECIFIC PERFORMANCE.  The Stockholder  acknowledges that
the  agreements  contained  in  this  Agreement  are  an  integral  part  of the
transactions  contemplated  by the Merger  Agreement,  and that,  without  these
agreements, AMC would not enter into the Merger Agreement, and acknowledges that
damages would be an inadequate  remedy for any breach by it of the provisions of
this  Agreement.  Accordingly,  the  Stockholder  and AMC  each  agree  that the
obligations  of the parties  hereunder  shall be  specifically  enforceable  and
neither  party shall take any action to impede the other from seeking to enforce
such right of specific performance.

            Section 7. NOTICES. All notices, requests, claims, demands and other
communications  hereunder  shall  be  effective  upon  receipt  (or  refusal  of
receipt),  shall be in writing and shall be delivered in person,  by telecopy or
telefacsimile,  by telegram, by next-day courier service, or by mail (registered
or certified mail, postage prepaid, return receipt requested) to the Stockholder
at the address  listed on the  signature  page hereof,  and to AMC at Suite 300,
CityPlace One, St. Louis, Missouri 63141, Attention:  Secretary, telecopy number
(314)  994-2734,  or to such other  address or telecopy  number as any party may
have furnished to the other in writing in accordance herewith.

            Section 8. BINDING EFFECT;  SURVIVAL. Upon execution and delivery of
this  Agreement  by  AMC,  this  Agreement  shall  become  effective  as to  the
Stockholder at the time the  Stockholder  executes and delivers this  Agreement.
This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto and their respective successors and assigns.

            Section 9. GOVERNING  LAW. This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
agreements made and to be performed entirely within such State.

            Section 10.  COUNTERPARTS.  This  Agreement may be executed in two
counterparts,  both of which shall be an original  and both of which  together
shall constitute one and the same agreement.

            Section 11. EFFECT OF HEADINGS.  The  Section headings  herein are
for  convenience  of  reference  only and shall not  affect  the  construction
hereof.

            Section 12. ADDITIONAL AGREEMENTS; FURTHER ASSURANCE. Subject to the
terms and conditions  herein provided,  each of the parties hereto agrees to use
all reasonable  efforts to take, or cause to be taken,  all action and to do, or
cause to be done,  all things  necessary,  proper or advisable to consummate and
make effective the transactions  contemplated by this Agreement. The Stockholder
will provide AMC with all documents which may reasonably be requested by AMC and
will take reasonable steps to 



                                       4


enable AMC to obtain fully all rights and benefits provided it hereunder.

            Section  13.  AMENDMENT;  WAIVER.  No  amendment  or  waiver  of any
provision of this Agreement or consent to departure therefrom shall be effective
unless  in  writing  and  signed by AMC and the  Stockholder,  in the case of an
amendment,  or by the party which is the beneficiary of any such  provision,  in
the case of a waiver or a consent to depart therefrom.

            IN WITNESS  WHEREOF,  this  Agreement  has been duly executed by the
parties hereto all as of the day and year first above written.



                                          ARCH MINERAL CORPORATION



                                          By:    /s/ Jeffry N. Quinn
                                                 ------------------------
                                          Name:  Jeffry N. Quinn
                                                 ------------------------
                                          Title: Senior Vice President
                                                 ------------------------
Ashland Inc.
- ----------------------
Name of Stockholder


By:   /s/ Thomas L. Feazell
      ---------------------
      Senior Vice President,
      General Counsel and Secretary

Address:    Ashland Inc.
            P.O. Box 391
            Ashland, KY 41114
            ----------------------

Number of Shares:

      7,529,686         (Common Stock)
      ---------

      150               (Class B Preferred Stock)
      ---------

      0                 (Class C Preferred Stock)
      ---------

                                       5











                                                                         ANNEX A

                                 [Form of Proxy]

                                IRREVOCABLE PROXY
                                -----------------


            In order to secure the  performance of the duties of the undersigned
pursuant to the Voting Agreement,  dated as of             , 1997  (the  "Voting
Agreement"),  between the undersigned and Arch Mineral  Corporation,  a Delaware
corporation,  a copy of such agreement being attached hereto and incorporated by
reference herein, the undersigned hereby irrevocably  appoints and , and each of
them, the attorneys, agents and proxies, with full power of substitution in each
of  them,  for  the  undersigned  and  in  the  name,  place  and  stead  of the
undersigned,  in respect of any of the matters set forth in clauses (i) and (ii)
of Section 1 of the Voting Agreement, to vote or, if applicable, to give written
consent,  in accordance  with the provisions of said Section 1 and otherwise act
(consistent  with the terms of the Voting  Agreement) with respect to all shares
of Common Stock,  par value $.01 per share,  Class B Preferred  Stock, par value
$100 per  share,  and Class C  Preferred  Stock,  par value  $100 per share (the
"Shares"),  of Ashland  Coal,  Inc.,  a Delaware  corporation  (the  "Company"),
whether now owned or  hereafter  acquired,  which the  undersigned  is or may be
entitled  to vote at any  meeting of the  Company  held  after the date  hereof,
whether  annual or special  and  whether  or not an  adjourned  meeting,  or, if
applicable,  to give written consent with respect thereto. This Proxy is coupled
with an interest,  shall be irrevocable and binding on any successor in interest
of the  undersigned  and shall not be terminated by operation of law or upon the
occurrence  of any event.  This Proxy shall operate to revoke any prior proxy as
to the Shares heretofore granted by the undersigned.  This Proxy shall terminate
on , 1997. This Proxy has been executed in accordance with Section 212(e) of the
Delaware General Corporation Law.


Dated:
        --------------