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<br />KENNECOTT ENERGY AND COAL COMPANY <br />CERTIFICATE OF AMENDMENT OFTHE CERTIFICATE OF INCORPORATION <br />Kennecott Energy and Coal Company, a corporation organized and exlsdng <br />Under and by VIftU9 Of the DELAWARE GENERAL CORPORATION LA4V dOeS hereby Caffify that:; <br />FIRST: Pursuant to Sec[Ion 1410 0l the DELAWARE GENERAL <br />CORPORATION LAW, the Board of Directors has adopted resolutions setting forth a <br />proposed amendment of the Corporation's Certificate of Incorporation and has declared <br />said amendment to be advisable. The resolution setting forth the proposed amendment <br />is as tollows: <br />IT IS RESOLVED that this Board of Directors.has <br />determined it advisable to amend the Corporation's <br />Certificate of Incorporation for the sole purpose of <br />changing the name of the Corporation; and R is further <br />• <br />RESOLVED that, subject to approval of the <br />Corporation's Sole Shareholder, the First Article of the <br />Corporetlon's Certificate of Incorporation shall be amended <br />in its entirety to read as follows: <br />"FIRST: The name of the Corporation is <br />Rio Ttnto Energy America Inc." <br />SECOND: Pursuant to the recommendation of the Board of Ulrectors, <br />the Sole Shareholder of the Corporation, upon written consent as authorized by Sacdon <br />228 of the DELAWARE GENERAL CORPORATION LAW, duly authorized the amendrnent- <br />THIRD: Sold amendment was duly adopted in accordance with the <br />proViSiOna of SBCfIOn 242 Of tha DELAWARE GENERAL CORPORATION LAW. <br />IN WITNESS WHEREOF, Kennecott Energy and Ceal Company has <br />caused this Certificate to be signed by an authorized officer of the Corporation this 8`~ <br />day of May 2006. <br />State of Delaware <br />Secmtary of State <br />Divisioa of WsLbra lions <br />Oel_'vesed 01:49 F1V 05/08/2006 <br />rm.Fn OS:93 PM 05/08/2006 <br />SRV 060930062 -2327519 FZLS <br />KENNECOTT ENERGY AND COAL COMPANY <br />By: ~~'~ <br />SHANNONS.CROMPTON <br />Its: Secretary <br />cnoMVros:m:e <br />• <br />