SECOND AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                         INTERNATIONAL COAL GROUP, INC.
 
      Bennett Hatfield certifies that he is the Chief Executive Officer of
International Coal Group, Inc. (the "Company"), which was originally formed on
March 31, 2005 as ICG Holdco, Inc. by the filing of its original Certificate of
Incorporation with the Secretary of State. The Amended and Restated Certificate
of Incorporation of the Company is hereby amended and restated pursuant to
Sections 242 and 245 of the General Corporation Law of the State of Delaware, as
adopted and approved by the Board of Directors and the stockholders of the
Company, to read as follows in full:
 
                                   ARTICLE I
 
      The name of the corporation is International Coal Group, Inc. (the
"Company").
 
                                   ARTICLE II
 
      The registered office and registered agent of the Company in the State of
Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, New Castle County, Delaware 19808.
 
                                  ARTICLE III
 
      The purpose of the Company is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, as amended (the "DGCL").
 
                                   ARTICLE IV
 
      Section 1. Authorized Capital Stock. The Company is authorized to issue
two classes of capital stock, designated Common Stock and Preferred Stock. The
total number of shares of capital stock that the Company is authorized to issue
is 2,200,000,000 shares, consisting of 2,000,000,000 shares of Common Stock,
with a par value of $0.01 per share, and 200,000,000 shares of Preferred Stock,
with a par value of $0.01 per share.
 
      Section 2. Preferred Stock. The Preferred Stock may be issued in one or
more series. The Board of Directors of the Company (the "Board") is hereby
authorized to issue the shares of Preferred Stock in such series and to fix from
time to time before issuance the number of shares to be included in any such
series and the designation, relative powers, preferences, rights and
qualifications, limitations or restrictions of such series. The authority of the
Board with respect to each such series will include, without limiting the
generality of the foregoing, the determination of any or all of the following:
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            (a) the number of shares of any series and the designation to
      distinguish the shares of such series from the shares of all other series;
 
            (b) the voting powers, if any, and whether such voting powers are
      full or limited in such series;
 
            (c) the extent, if any, to which the holders of the shares of such
      series shall be entitled to vote as a class or otherwise with respect to
      the election of the directors or otherwise;
 
            (d) the redemption provisions, if any, applicable to such series,
      including the redemption price or prices to be paid;
 
            (e) whether dividends on such series, if any, will be cumulative or
      noncumulative, the dividend rate of such series, and the dates and
      preferences of dividends on such series;
 
            (f) the rights of such series upon the voluntary or involuntary
      dissolution of, or upon any distribution of the assets of, the Company;
 
            (g) the provisions, if any, pursuant to which the shares of such
      series are convertible into, or exchangeable for, shares of any other
      class or classes or of any other series of the same or any other class or
      classes of stock, or any other security, of the Company or any other
      corporation or other entity, and the rates or other determinants of
      conversion or exchange applicable thereto;
 
            (h) the right, if any, to subscribe for or to purchase any
      securities of the Company or any other corporation or other entity;
 
            (i) the provisions, if any, of a sinking fund applicable to such
      series; and
 
            (j) any other relative, participating, optional or other special
      powers, preferences or rights and qualifications, limitations or
      restrictions thereof;
 
all as may be determined from time to time by the Board and stated or expressed
in the resolution or resolutions providing for the issuance of such Preferred
Stock (collectively, a "Preferred Stock Designation").
 
      Section 3. Common Stock. Subject to the rights of the holders of any
series of Preferred Stock, each holder of Common Stock will be entitled to one
vote on each matter as to which stockholders are entitled to vote under
applicable law and each matter submitted to a vote at a meeting of stockholders
for each share of Common Stock held of record by such holder as of the record
date for such meeting.
 
 
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<PAGE>
                                   ARTICLE V
 
      The Board may make, amend and repeal the Bylaws of the Company. Any Bylaw
made by the Board under the powers conferred hereby may be amended or repealed
by the Board (except as specified in any such Bylaw so made or amended) or by
the stockholders in the manner provided in this certificate of incorporation or
bylaws of the Company (together, the "Company's Constituent Documents").
Notwithstanding the foregoing and anything contained in the Company's
Constituent Documents to the contrary, the Bylaws may not be amended or repealed
by the stockholders, and no provision inconsistent therewith may be adopted by
the stockholders, without the affirmative vote of the holders of at least 80% of
the outstanding Voting Stock (as defined below), voting together as a single
class. The Company may in its Bylaws confer powers upon the Board in addition to
the foregoing and in addition to the powers and authorities expressly conferred
upon the Board by applicable law. For the purposes of this Certificate of
Incorporation, "Voting Stock" means stock of the Company of any class or series
entitled to vote generally in the election of the directors of the Board (the
"Directors"). Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the outstanding Voting Stock, voting together as a single class, is
required to amend or repeal, or to adopt any provisions inconsistent with, this
Article V.
 
                                   ARTICLE VI
 
      Subject to the rights of the holders of any series of Preferred Stock:
 
            (a) any action required or permitted to be taken by the stockholders
      of the Company must be effected at a duly called annual or special meeting
      of stockholders of the Company and may not be effected by any consent in
      writing of such stockholders; and
 
            (b) special meetings of stockholders of the Company may be called by
      (i) the Chairman of the Board (the "Chairman"), (ii) the Chief Executive
      Officer of the Company (the "Chief Executive Officer"), (iii) the
      President of the Company (the "President"), or (iv) the Secretary of the
      Company (the "Secretary") within 10 calendar days after receipt of the
      written request of a majority of the total number of Directors that the
      Company would have if there were no vacancies (the "Whole Board").
 
      At any annual meeting or special meeting of stockholders of the Company,
only such business will be conducted or considered as has been brought before
such meeting in the manner provided in the Bylaws of the Company.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 80% of the outstanding
Voting Stock, voting together as a single class, will be required to amend or
repeal, or to adopt any provision inconsistent with, this Article VI.
 
 
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                                  ARTICLE VII
 
      Section 1. Number, Election and Terms of Directors. Subject to the rights,
if any, of the holders of any series of Preferred Stock to elect additional
Directors under circumstances specified in a Preferred Stock Designation, the
number of the Directors constituting the Board will be fixed from time to time
by, or in the manner provided in, the Bylaws of the Company. The Directors,
other than those who may be elected by the holders of any series of Preferred
Stock, will be classified with respect to the time for which they severally hold
office into three classes, as nearly equal in number as possible, designated
Class I, Class II and Class III. Directors will be assigned to each class in
accordance with a resolution or resolutions adopted by the Board. The Directors
first appointed to Class I will hold office for a term expiring at the annual
meeting of stockholders to be held in 2006; the Directors first appointed to
Class II will hold office for a term expiring at the annual meeting of
stockholders to be held in 2007; and the Directors first appointed to Class III
will hold office for a term expiring at the annual meeting of stockholders to be
held in 2008, with the members of each class to hold office until their
successors are elected and qualified or until their earlier death, resignation,
retirement, disqualification or removal. Subject to the rights, if any, of the
holders of any series of Preferred Stock to elect additional Directors under
circumstances specified in a Preferred Stock Designation, any vacancy on the
Board that results from an increase in the number of Directors may be filled by
a majority of the Board then in office, provided that a quorum is present, and
any other vacancy occurring on the Board may be filled by a majority of the
Board then in office, even if less than a quorum, or by a sole remaining
Director. If the number of Directors which constitutes the Whole Board of the
Company is changed, any increase or decrease will be apportioned among the
classes so as to maintain the number of Directors in each class as nearly equal
as possible, and any additional Director of any class elected to fill a vacancy
resulting from an increase in such class will hold office for a term that shall
coincide with the remaining term of that class, but in no case shall a decrease
in such number of Directors shorten the term of any incumbent Director. Any
Director elected to fill a vacancy not resulting from an increase in the number
of Directors will have the same remaining term as that of his or her
predecessor. At each succeeding annual meeting of the stockholders of the
Company, the successors to the class of Directors whose term expires at that
meeting will be elected by plurality vote of all votes cast at such meeting to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election. Subject to the rights, if
any, of the holders of any series of Preferred Stock to elect additional
Directors under circumstances specified in a Preferred Stock Designation,
Directors may be elected by the stockholders only at an annual meeting of
stockholders. Election of Directors of the Company need not be by written ballot
unless requested by the Chairman or by the holders of a majority of the Voting
Stock present in person or represented by proxy at a meeting of the stockholders
at which Directors are to be elected. If authorized by the Board, any
requirement of written ballot will be satisfied by a ballot submitted by
electronic transmission, provided that any such electronic transmission must
either set forth or be submitted with information from which it can be
determined that the electronic transmission was authorized by the stockholder or
proxy holder.
 
 
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      Section 2. Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of Directors must be given in the
manner provided in the Bylaws of the Company.
 
      Section 3. Removal. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from
office by the stockholders only for cause and only in the manner provided in
this Article VII, Section 4. At any annual meeting or special meeting of the
stockholders, the notice of which states that the removal of a Director or
Directors is among the purposes of the meeting, the affirmative vote of the
holders of at least 80% of the outstanding Voting Stock, voting together as a
single class, may remove such Director or Directors for cause.
 
      Section 4. Amendment, Repeal, Etc. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the outstanding Voting Stock, voting together as a
single class, is required to amend or repeal, or adopt any provision
inconsistent with, this Article VII.
 
                                  ARTICLE VIII
 
      Limitation of Liability. To the full extent permitted by the DGCL or any
other applicable laws currently or hereafter in effect, no Director of the
Company will be personally liable to the Company or its stockholders for or with
respect to any acts or omissions in the performance of his or her duties as a
Director of the Company. If the DGCL or any other applicable law is amended
hereafter to authorize the further elimination or limitation of the liability of
directors, then the liability of a Director of the Company shall be eliminated
or limited to the fullest extent so authorized. Any repeal or modification of
this Article VIII will not adversely affect any right or protection of a
Director of the Company existing prior to such repeal or modification.
 
                                   ARTICLE IX
 
      Section 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that he or she is or was a director or an officer of the Company or any of
its Subsidiaries, or is or was serving at the request of the Company as a
director, officer, employee or agent of another company or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (an "Indemnitee"), whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Company to the fullest
extent permitted or required by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
such law permitted the
 
 
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<PAGE>
Company to provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) actually and reasonably incurred or
suffered by such Indemnitee in connection therewith; provided, however, that,
except as provided in Section 3 of this Article IX with respect to Proceedings
to enforce rights to indemnification, the Company shall indemnify any such
Indemnitee in connection with a Proceeding (or part thereof) initiated by such
Indemnitee only if such Proceeding (or part thereof) was authorized by the
Board.
 
      Section 2. Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article IX shall include the right to be paid by
the Company the expenses (including, without limitation, attorneys' fees and
expenses) incurred in defending any such Proceeding in advance of its final
disposition (an "Advancement of Expenses"); provided, however, that, if the DGCL
so requires, an Advancement of Expenses incurred by an Indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such Indemnitee, including, without limitation,
service with respect to an employee benefit plan) shall be made only upon
delivery to the Company of an undertaking (an "Undertaking"), by or on behalf of
such Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (a "Final Adjudication") that such Indemnitee is not entitled to be
indemnified for such expenses under this Article IX, Section 2 or otherwise. The
rights to indemnification and to the Advancement of Expenses conferred in
Sections 1 and 2 of this Article IX shall be contract rights and such rights
shall continue as to an Indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the Indemnitee's heirs,
executors and administrators.
 
      Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1
or 2 of this Article IX is not paid in full by the Company within 30 calendar
days after a written claim has been received by the Company, except in the case
of a claim for an Advancement of Expenses, in which case the applicable period
shall be 10 calendar days, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Company to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
Indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the Indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the Indemnitee
to enforce a right to an Advancement of Expenses) it shall be a defense that,
and (ii) any suit brought by the Company to recover an Advancement of Expenses
pursuant to the terms of an Undertaking, the Company shall be entitled to
recover such expenses upon a Final Adjudication that, the Indemnitee has not met
any applicable standard for indemnification set forth in the DGCL. Neither the
failure of the Company (including its Board, independent legal counsel or
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the DGCL, nor an actual determination by the Company (including its Board,
independent legal counsel or stockholders) that the
 
 
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<PAGE>
Indemnitee has not met such applicable standard of conduct, shall create a
presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit. In any suit brought by the Indemnitee to enforce a right to
indemnification or to an Advancement of Expenses hereunder, or brought by the
Company to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such Advancement of Expenses, under this Article IX or
otherwise shall be on the Company.
 
      Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the Advancement of Expenses conferred in this Article IX shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Company's Constituent Documents, agreement, vote of stockholders or
disinterested directors or otherwise. The Bylaws of the Company may contain such
other provisions concerning indemnification, including provisions specifying
reasonable procedures relating to and conditions to the receipt by indemnitees
of indemnification, provided that such provisions are not inconsistent with the
provisions of this Article IX.
 
      Section 5. Insurance. The Company may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
the DGCL.
 
      Section 6. Indemnification of Employees and Agents of the Company. The
Company may, to the extent authorized from time to time by the Board, grant
rights to indemnification and to the Advancement of Expenses to any employee or
agent of the Company to the fullest extent of the provisions of this Article IX
with respect to the indemnification and Advancement of Expenses of directors and
officers of the Company.
 
                                   ARTICLE X
 
      Whenever a compromise or arrangement is proposed between this Company and
its creditors or any class of them and/or between this Company and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this Company
or of any creditor or stockholder thereof or on the application of any receiver
or receivers appointed for this Company under Section 291 of the DGCL or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Company under Section 279 of the DGCL order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
this Company as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Company, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Company as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
 
 
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<PAGE>
reorganization will, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Company, as the case may
be, and also on this Company.
 
                                   ARTICLE XI
 
      The Company reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
 
Dated as of ____________, 2005
 
                                        INTERNATIONAL COAL GROUP, INC.
 
 
 
                                        By:     _______________________________
                                                Bennett Hatfield
                                                Chief Executive Officer