Exhibit 10 (clvii)


                                AMENDMENT NO. 3
                    TO THE NORTH AMERICAN COAL CORPORATION
                       SALARIED EMPLOYEES PENSION PLAN
               (As Amended and Restated as of January 1, 1989)

           The  North American  Coal  Corporation  hereby  adopts  this
      Amendment  No. 3 to The  North American Coal Corporation Salaried
      Employees  Pension Plan (As Amended and Restated as of January 1,
      1989)  (the "Plan").  The  provisions of this  Amendment shall be
      effective as of  March 15, 1994.   Words and phrases used  herein
      with  initial capital letters which  are defined in  the Plan are
      used herein as so defined.

                                  SECTION 1

           Subsection  1.10(d) of the Plan  is hereby amended by adding
      the following new paragraph (iii) to the end thereof:

                "(iii)  The  provisions  of  this  Subsection
                shall not  apply to any Participant who first
                becomes a Covered Employee on or  after March
                15, 1994."

                                  SECTION 2

           Subsection 4.05(a) of  the Plan is hereby  amended by adding
      the following sentence to the end thereof:

                "Notwithstanding    the     foregoing,    the
                provisions  of this Subsection  (a) shall not
                apply to any Participant  who first becomes a
                covered Employee on or after March 15, 1994."

                                  SECTION 3

           Sections 13.01,  14.01,  14.02 and  15.01  of the  Plan  are
      hereby   amended  by   deleting   the  phrase   "the  Nominating,
      Organization  and   Compensation  Committee   of  its   Board  of
      Directors"  and  replacing  it  with the  phrase  "its  Board  of
      Directors   or  the  Nominating,  Organization  and  Compensation
      Committee  of  the  Board  of  Directors"  each  time it  appears
      therein.


           EXECUTED this 11th day  of March, 1994,  to be
      effective as stated herein.


                       THE NORTH AMERICAN COAL CORPORATION




                       By:  Thomas A. Koza
                       Title:  Vice President - Law & Administration