AMENDMENT NO.2 TO AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF WESTMORELAND-LG&E PARTNERS

Exhibit 3.8

Executed

AMENDMENT NO.2 TO AMENDED AND RESTATED GENERAL PARTNERSHIP
AGREEMENT OF XXXXXXXXXXXX-LG&E PARTNERS

     This AMENDMENT NO.2 TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF XXXXXXXXXXXX-LG&E PARTNERS (this “Amendment”), dated as of July 25, 2006, is entered into by and between XXXXXXXXXXXX-ROANOKE VALLEY, L.P., a Delaware limited partnership (“Xxxxxxxxxxxx”), and XXXXXXXXXXXX-NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company (“Xxxxxxxxxxxx - North Carolina Power”\ such parties to be referenced individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H

     WHEREAS, Xxxxxxxxxxxx-LG&E Partners, a Virginia general partnership (the “Partnership”), owns and operates a 165 MW coal-fired generating facility and a 44 MW coal-fired generating facility, both located in Xxxxxx Township, Halifax County, North Carolina, together known as The Roanoke Valley Energy Facility;

     WHEREAS, Xxxxxxxxxxxx owns a 50% general partnership interest in the Partnership, and Xxxxxxxxxxxx -North Carolina Power owns the other 50% general partnership interest in the Partnership;

     WHEREAS, Xxxxxxxxxxxx and Xxxxxxxxxxxx- North Carolina Power are parties to the Amended and Restated General Partnership Agreement of Xxxxxxxxxxxx LG&E Partners dated as of December 1, 1993, as amended by Amendment No.1 executed as of June 29, 2006 (collectively, the “Partnership Agreement”); and

     WHEREAS, the Parties desire to amend the Partnership Agreement to change the name of the Partnership to “Xxxxxxxxxxxx Partners”.

     NOW THEREFORE, in consideration of the premises and of the representations, warranties and covenants herein contained, the Parties covenant and agree as follows:

     1. Amendment of Section 2.2 of the Partnership Agreement. The Partnership Agreement is hereby amended by deleting Section 2.2 in its entirety and substituting therefor the following:

2.2 Partnership Name. The name of the Partnership shall be “Xxxxxxxxxxxx Partners.” All business of the Partnership shall be conducted under such name and under such variations thereof as the Partners shall deem necessary or appropriate to comply with the

requirements of law in any other jurisdiction in which the Partnership may elect to do business.

     3. Name References. All references in the Partnership Agreement to the name “Xxxxxxxxxxxx — LG&E Partners” or to the term “Partnership” shall refer to “Xxxxxxxxxxxx Partners.”

     4. Limited Effect. Except as expressly amended hereby, all of the provisions of the Partnership Agreement shall continue to be, and shall remain, in full force and effect in accordance with their terms.

     5. Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same instrument.

     6. GOVERNING LAW. THIS AMENDMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, EXCLUSIVE OF CONFLICTS OF LAW PROVISIONS THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     IN WITNESS WHEREOF, this Amendment has been duly executed by the Parties as of the date set forth at the outset hereof.

		XXXXXXXXXXXX-ROANOKE VALLEY, L.P.
				By:		WEI-ROANOKE VALLEY, INC.,
						as general partner
				By:		/s/ Xxxxx X. Xxxxxxx
						Xxxxx X. Xxxxxxx
						Counsel and Assistant Secretary
		XXXXXXXXXXXX-NORTH CAROLINA POWER, L.L.C.
				By:		/s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
						Manager and Vice President