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                                                               Exhibit 10 (xcix)





                                AMENDMENT NO. 1
                                       TO
                      THE NORTH AMERICAN COAL CORPORATION
                            VALUE APPRECIATION PLAN
                 (AS AMENDED AND RESTATED AS OF MARCH 11, 1992)
                 ----------------------------------------------

The North American Coal Corporation hereby adopts this  Amendment No. 1 to The
North American Coal Corporation Value Appreciation Plan (As Amended and
Restated as of  March 11, 1992) (the "Plan"). The provisions of this Amendment
shall be effective as of December 7, 1994.  Words and phrases used herein with
initial capital letter which are defined in the Plan are used herein as so
defined.

                                  SECTION 1
                                  ---------

        Section 5.2(a) of the Plan hereby is amended by adding  the following
sentence at the end thereof:


"Notwithstanding the foregoing, the Committee may vest a Participant who
retires or whose employment otherwise terminates in such amounts, up to 100
percent of his VAP Account, as the Committee may in its sole discretion
determine".


                                   SECTION 2
                                   ---------

Section 9 of the Plan hereby is amended to read in its entirety as follows:

9. Amendment and Termination
   -------------------------

        The Committee or the Board of Directors of the Company may alter, amend
or terminate this Plan from time to time; provided, however, that no
modification, or amendment of this Plan shall, without the consent of a
Participant, affect the





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Participant's rights in an outstanding Award under this Plan; and further
provided, however, that upon termination of this Plan, all outstanding Awards   
shall vest 100 percent immediately thereupon, and shall be paid in      
accordance with Section 5.2.       



EXECUTED this 14th day of December, 1994, to be effective as stated
herein.





                                        Title:          Thomas A. Koza
                                                ------------------------------- 

                                        By:             Vice President
                                                -------------------------------