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<br />03/06/03 10:18 F.9~ 808 920 7837 <br />ENGINEERING <br />HORIZON NATURAL RESOURCES COMPANX <br />Minutes of Meeting of Aoard of Directors <br />December 13, 2002 <br /> <br />A telephone meeting of the Board of Directors (the "Board"j of Horizon Natural <br />Resources Company (the "Corporation") was called to order by Robert C. Scharp on December <br />13, 2002, at 1:00 p.m. <br />A11 of the Directors (Robert C. Scharp, Scott Tepper, John J. Delucca and B. R. (Bobby) <br />Brown) were in attendance, Mr. Scharp and Mr. Tepper in person and the remaining Directors by <br />telephone. In attendance by invitation in person were (i) Lance Sogan, Executive Vice President <br />of Human Resources and Administration; (ii} Daniel L. Stickler, General Counsel; (iii) William <br />Campbell; and (iv} Richard Boone, Vice President and Controller. Also in attendance by <br />invitation by telephone were: (i) Steven Cohn, Acting Chief Financial Officer; (ii) Robert Miller <br />with Finance, Inc; and (iii) Jeff Hallos, outside counsel from Frost Brown Todd, LLC. <br />The first order of business was the review and approval of the minutes from November <br />15, 2002, and November 21, 2002, Boazd meetings. Upon motion of tvlr. Brown and seconded <br />by Mr. Delucca, and unanimously approved by all Directors, the Board adopted the following <br />resolufion: <br />WHEREAS, the Board has reviewed the minutes of its meeting held on <br />November 15, 2002 (the "November 15 Minutes") and has determined it to be in <br />the Corporation's best interest to adopt the November 15 Minutes; <br />NOW, THEREFORE, BE IT RESOLVED that the Boazd hereby approves and <br />adopts the November IS Minutes attached hereto and directs the Secretary of the <br />Corporation to place the November 15 Minutes in the Corporation's record book. <br />Upon motion of Mr. Brown and seconded by Mr. Delucca, and unanimously approved by <br />all Directors, the Board adopted the following resolution: <br />WHEREAS, the Board has reviewed the minutes of its meeting held on <br />November 21, 2002 (the "November 21 Minutes' and has determined it to be in <br />the Corporation's best interest to adopt the November 21 Minutes; <br />NOW, THEREFORE, BE IT RESOLVED that the Boazd hereby approves and <br />adopts the November 21 Minutes attached hereto and directs the Secretary of the <br />Corporation to place the November 21 Minutes in the Corporation's record bQOk. <br />009 <br />~~K~-" V v <br />