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                                                                Exhibit 10(xliv)

                                 AMENDMENT NO. 1
                                     TO THE
                         NORTH AMERICAN COAL CORPORATION
                           DEFERRED COMPENSATION PLAN
                            FOR MANAGEMENT EMPLOYEES
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996)

                  The North American Coal Corporation hereby adopts this
         Amendment No. 1 to The North American Coal Corporation Deferred
         Compensation Plan for Management Employees (As Amended and Restated
         Effective January 1, 1996) (the "Plan"). The provisions of this
         Amendment shall be effective January 1, 1997. Words and phrases used
         herein with initial capital letters which are defined in the Plan are
         used herein as so defined.

                                    SECTION 1

                  Section 2.9(ii) of the Plan is hereby amended in its entirety
         to read as follows:

                  "(ii) is in salary grade 14 or above"

                  EXECUTED this 9th day of December, 1996.

                         THE NORTH AMERICAN COAL CORPORATION

                         By:      /s/  Thomas A. Koza

                                  ---------------------------------------------
                         Title:   Vice President - Law and Administration, and
                                  Secretary